2000-331 ORDINANCE NO jffff~7-,ff~/
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWAm IN A CONTRACT FOR
CONGREGATE & HOME DELIVERED MEAL PROGRAM FOR SENIOR CITIZENS,
PROVIDII~G FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDiNG FOR AN
EFFECTIVE DATE (BID 2530A - CONGREGATE AND HOME DELIVERED MEAL
PROGRAM FOR SENIOR CITIZENS, AWARDED TO SPAN INC, IN THE AMOUNT OF
$29,000)
WHEREAS, the Cxty has sohc~ted, received and tabulated compettt~ve btds for the purchase
of necessary matermls, eqmpment, supphes or serwces ~n accordance w~th the procedures of STATE
law and City ordinances, and
WHEREAS, the C~ty Manager or a designated employee has rewewed and recommended
that the here~n described b~ds are the lowest responsible b~ds for the matermls, eqmpment, supphes
or services as shown in the "B~d Proposals" submitted therefore, and
WHEREAS, the C~ty Counml has prowded ~n the C~ty Budget for the appropnatmn of funds
to be used for the purchase of the materials, equrpment, supphes or serwces approved and accepted
here~n, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the following competitive b~ds for materials, equrpment, supphes, or
servmes, described ~n the "B~d Proposals" on file ~n the office of C~ty's Purchasing Agent filed
accordxng to the b~d number assxgned hereto, are hereby accepted and approved as being the lowest
responsible b~ds for such ~tems
BID ITEM
NUMBER NO CONTRACTOR AMOUNT
2530A ALL SPAN, INC $29,000
SECTION II That the acceptance and approval of the above competitive b~ds, the C~ty
accepts the offer of the persons submitting the b~ds for such ~tems and agrees to purchase the
matermls, eqmpment, supphes or services ~n accordance w~th the terms, specfficat~ons, standards,
quant~tte$ and for the specffied sums contmned m the B~d Inwtat~ons, B~d Proposals, and related
documents
SECTION III That the C~ty and persons submitting approved and accepted ~tems and ofthe
submitted bids w~sh to enter ~nto a formal written agreement as a result of the acceptance, approval,
and awarding of the b~ds, the C~ty Manager or h~s designated representative ~s hereby authorized to
execute the written contracts whmh shall be attached hereto, prowded that the written contract ~s ~n
accordance w~th the terms, conditions, specifications, standards, quantities and specffied sums
contmned ~n the B~d Proposal and related documents here~n approved and accepted
SECTION IV That by the acceptance and approval of the above competitive b~ds, the Ctty
Counml hereby authorizes the expenditure of funds therefor ~n the amount and ~n accordance with
the approved b~ds or pursuant to a written contract made pursuant thereto as authorized here~n
SECTION V That th~s ordinance shall become effective ~mmed~ately upon ~ts passage and
approval
PASSED AND APPROVED this the c~ ~ dayof ~~:~, 2000
]EULINE BROCK, MAYOR
ATTEST,
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
2530A CONGKEOATE~Ji~M~ELIVEKED MEAL PROGRAM FOR SENIOR CITIZENS CONTRACT ORDINANCE
2000-2001 SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
SPAN, INC.
BID #2530
Tlus Agreement is hereby entered into by and between the City of Denton, Texas, a Home
Rule Mumclpal Corporation, hereinafter referred to as "City", and SPAN, 1NC 1800 Malone,
Denton, TX 76201, a non-profit corporation, hereinafter referred to as "Organization",
WHEREAS, City's Human Services Committee ("HSC") has reviewed the proposal for
services and has determined that Organization performs an important service for the residents of
Denton without regard to race, religion, color, age or national origin, and HSC recommends the
purchase of services, and
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of C~ty and has provided funds m its budget for the purpose
of paying for contractual services,
NOW, THEREFORE, the parties hereto mutually agree as follows
1.
SCOPE OF SERVICES
Orgamzatlon shall in a satisfactory and proper manner perform the followmg tasks, for
which the momes provided by City may be used
A To provide congregate meals to elderly citizens at the Denton Semor Center and the
Eldercenter at the American Legion Hall
B To provide home delivered meal to semors hvmg m the C~ty of Denton
C Target persons who are 60 years of age and older, persons at-risk, low income, fraal and
minority elderly for home delivered meal assistance
Organlzataon shall perform those services described an the Work Statement hereto attached
as Exhibit A
2.
OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following
terms and eondmons
A Twenty rune thousand dollars ($29,000 00) may be paid to Organization by City, and the
only expenditures reimbursed from these funds, shall be those in accordance with the
Page 1 of 18
project budget, attached hereto as Exh~bat B and incorporated hereto by reference, for those
expenses lasted an the scope of servaces as provided here~n Organ~zataon shall not utlhze
these funds for any other purpose
B It will estabhsh, operate, and m/untam an account system for th, s program that wall allow
for a tracing of funds and a remew of the financial status of the program
C It will penmt authorized officials of Caty to rewew ars books at any tame
D It will reduce to writing all of ats roles, regulataons, and poheaes and file a copy w~th Caty's
Commumty Development Office along wath any amendments, addltaons, or revasaons
whenever adopted
E It will not enter into any contracts that would encumber Caty funds for a period that would
extend beyond the term of thas Agreement
F It will promptly pay all balls when submitted unless there as a dascrepancy m a bill, any
errors or daserepancaes m balls shall be promptly reported to C~ty's Assastant Caty Manager
for F~seal & Mummpal Servaces, or her anthonzed representatave, for further darection
G It will appoint a representatave who wall be available to meet wath Caty's Assastant Caty
Manager for Fascal & Mumeapal Servmes and other Caty officmls when requested
H It will mdemmfy and hold harmless City from any and all chums and stats arising out of
the actawtaes of Organizataon, its employees, and/or contractors
I It will submit to Caty copaes of year-end audited financml statements
3.
TIME OF PERFORMANCE
The scrvaces funded by Caty shall be undertaken and completed by Orgamzatmn wathm the
following tame frame
October 1, 2000 through September 30, 2001, unless the contract as sooner termanated
under Section 7 "Suspensaon or Termmataon"
4
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A Organization shall comply w~th all apphcable federal laws, laws of the State of Texas and
ordmances of the City of Denton
Page 2 of 18
REPRESENTATIONS
A Organization 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 slgmng and executing this Agreement on behalf of Organization,
do hereby warrant and guarantee that he, she, or they have been fully authorized by
Orgamzation to execute this Agreement on behalf of Organization and to vahdly and
legally bind Organization 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
Organization or the person slgmng the Agreement to enter into this Agreement
Organization is liable to City for any money it has received from City for performance of
the provisions of tins Agreement if City has suspended or terminated this Agreement for
the reasons enumerated m this Section
D Organization agrees that the funds and resources provided Organization under the terms
of this Agreement will m 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 avmlable to, or provided through, Orgamzatlon had this Agreement not
been executed
6
COVENANTS
A Dunng the period of time that payment may be made hereunder and so long as any
payments rem~un unhqmdated, Organization 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 Organization 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 Orgamzatlon which are allocated to the performance of tins Agreement
and with respect to winch City has ownership hereunder
(2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes
or clmms for money due or to become due
(3) Sell, convey, or lease all or substantml part of its assets
(4) Make any advance or loan to, or recur any liability for any other firm, person,
entity or corporation as guarantor, surety, or accommodation endorser
Page 3 of 18
(5) Sell, donate, loan or transfer any eqmpment or item of personal property
purchased with funds paid to Organazataon by City, unless City authorizes such
transfer
B Organ~zataon cannot use funds receaved under this Agreement to acquire or amprove real
property
C Organazataon agrees, upon written request by Caty, to requare ats employees to attend
tra~mng sessions sponsored by the Communaty Development Office
7.
PAYMENTS
A PAYMENTS TO ORGANIZATION City shall pay to Organlzataon a maximum amount of
money not to exceed Twenty rune thousand dollars ($29,000 00) for servaees rendered
under this Agreement Caty wall pay these funds on a reambursement basis to Organazat~on
watinn twenty days after Caty has reeeaved supporting documentation Orgamzataon's
faalure to request reambursement on a tamely basas, may jeopardaze present or future
fundang
B EXCESS PAYMENT Organazataon shall refund to Caty wltinn ten workmg days of Caty's
request, any sum of money winch has been paad by Caty and winch Caty at any time
thereafter detenmnes
(1) has resulted m overpayment to Organazation, or
(2) has not been spent strictly m accordance with the terms of tins Agreement, or
(3) xs not supported by adequate documantataon to fully justify the expendature
C Organazataon's reambursement request for any one month period wall not exceed one-fafth
(1/5) of any budgeted lane atems for costs as specified an Exinbat B
D DEOBLIGATION OF FUNDSfREVERSION OF ASSETS In the event that actual expendatures
deviate from Organazataon's provasaon of a corresponding level of performance, as
speeafied an Exinbat A, Caty hereby reserves the right to reappropnate or recapture any such
under expended funds If C~ty finds that Organlzataon as unwalhng and/or unable to
comply wath any of the terms of thas Contract, Caty may requare a refund of any and all
money expended pursuant to flus Contract by Organization, as well as any rem0amng
unexpended funds whach shall be refunded to Caty wlthan ten working days of a written
not~ee to Orgamzatlon to revert these financaal assets The reversion of these fananclal
assets shall be an addatxon to any other remedy avaalable to Caty eather at law or an equaty
for breach of tins Contract
Page 4 of 18
E CONTRACT CLOSE OUT Orgamzat~on shall submit the contract close out package to City,
together w~th a final expendature report, for the time period covered by the last invoice
requesting reimbursement of funds under th~s Agreement, within 15 working days
following the close of the euntraet period Orgamzat~on shall utlhze the form agreed upon
by C~ty and Orgamzat~on
8
MAINTENANCE OF RECORDS
A Organization agrees to mmntmn records that wall provide accurate, current, separate, and
complete d~selosure of the status of the funds received under th~s Agreement, m
comphance w~th the provisions of Exfub~t B, attached hereto, and wath any other
apphcable Federal and State regulations establishing standards for financial management
Organization's record system shall contain sufficient documentation to provide m detml
full support and justification for each expenditure Nothing ~n th~s Section shall be
construed to reheve Organization of fiscal accountab~hty and hab~ltty under any other
prows~on of th~s Agreement or any apphcable law Organization shall include the
substance of thas prowslon in all subcontracts
B Orgamzat~on agrees to retmn all books, records, documents, reports, and written
accountmg procedures pertmmng to the operation of programs and expand~tures of funds
under tins Agreement for five years and under the condlttons specified by C~ty
C Nothing in the above subsections shall be construed to reheve Organization of
responsibility for reta~mng accurate and current records that clearly reflect the level and
benefit of services provided under tbas Agreement
D At any reasonable time and as often as C~ty may deem necessary, the Organization shall
make avatlable to C~ty, HUD, or any of their authorized representatives, all of 1ts records
and shall permit C~ty, HUD, or any of their authorized representatives to and~t, examine,
make excerpts and cop~es of such records, and to conduct audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions or employment and all other data
requested by smd representatives
9
REPORTS AND INFORMATION
At such t~mes and m such form as City may reqmre, Organ~zat~un shall furmsh such
statements, records, data and mformatlun as C~ty may request and deem pertinent to matters
covered by tfus Agreement
Organization shall submit quarterly beneficiary and f~manc~al reports to C~ty no less than
once each three months The beneficiary report shall detail ehent mformatlon, mcludmg race,
income, female head of household and other stat~st~es reqmred by City The financial report shall
Page 5 of 18
include information and data relative to all programmatic and financial reporting as of the
beginning date specified in Section 1 oftbas Agreement
Unless the City has granted a written exemption, Organization shall submit an audit
conducted by independent examiners with ten days after receipt of such
10.
EVALUATION
Organizat~on agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored Organization agrees to make available its financial
records for review by City at City's discretion In addition, Organization agrees to provide Caty
the following data and reports, or copies thereof
A All external or internal audits Organization shall submit a copy of the annual independent
audit to City within ten days of receipt
B All external or internal evaluation reports
C Quarterly performance/benefimary reports to be submitted in January, April, July and
September, to include such information as requested by the City's Community
Development Division including but not limited to number of persons or households
assisted, race, gender, disability status and household income
D Orgamzatlon agrees to submit quarterly financial statements in January, April, July, and
September Each statement shall include current and year-to-date period accounUng of all
revenues, expenditures, outstanding obligations and beginning and ending balances
E An explanation of any major changes in program services
F To comply with this section, Organization agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the
services performed under flus Agreement Organization's record system shall contain
sufficient documentation to provide in detail full support and justification for each
expenditure Organization agrees to retmn all books, records, documents, reports, and
written accounting procedures pertmnlng to the services provided and expenditure of funds
under th~s Agreement for the period of time and under the conditions specified by the City
G Nothing in the above subsections shall be construed to reheve Organization of
responslblhty for retmmng accurate and current records that clearly reflect the level and
benefit of services provided under tlus Agreement
Page 6 of 18
11
DIRECTORS' MEETINGS
Dunng the term of this Agreement, Organization shall deliver 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 Organization understands and agrees that
City's representatives shall be afforded access to all meetings of its Board of Directors
Minutes of all meetmgs of Organization's governing body shall be available to City within
ten working days of approval
12.
SUSPENSION OR TERMINATION
A The City may terminate this Agreement with cause if the Organization violates any
covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or
filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law
or regulation to which it is bound under the terms of this Agreement
B The City may terminate this Agreement for convenience at any time If the City terminates
this Agreement for convemenee, Organization will be paid an amount not to exceed the
total amount of accrued expenditures as of the effective date of termination In no event
will this compensatxon exceed an amount, wluch bears the same ratio to the total
compensation as the services actually performed bears to the total services of Organization
covered by the Agreement, less payments previously made
In case of suspension, City shall advise Organization, in writing, as to conditions precedent
to the resumption of funding and specify a reasonable date for comphanee
In case of termination, Organization will remit to City any unexpended C~ty funds
Acceptance of these funds shall not constitute a waiver of any claim City may otherwise
have arising out of this Agreement
13
PERSONNEL POLICIES
Personnel policies shall be established by Organization and shall be available for
examination Such personnel poheles shall
A Be no more liberal than City's personnel pohc~es, procedures, and practices, including
poheles 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 Organization and by C~ty
Page 7 of 18
14
EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A Orgamzataon wall submat for Caty approval, a wntten plan for compliance w~th the Equal
Employment and Affirmatave Actton Federal provasaons, w~thm 120 days of the effective
date,ofthas Agreement
B Orgamzataon shall comply wath all apphcable equal employment opportumty and
affirmative actaon laws or regulations
C Orgamzatlon will fumash all mformataon and reports requested by City, and will penmt
access to 1ts books, records, and accounts for purposes of mvestagatlon to ascertaan
comphance wath local, State and Federal rules and regulataons
D In the event of Orgamzataon's non-comphance wath the non-dascnm~nat~on reqmrements,
the Agreement may be canceled, terminated, or suspended ~n whole or in part, and
Orgemzataun may be barred from further contracts w~th City
15
WARRANTIES
Organazat~on represents and warrants that
A All mformataon, reports and data heretofore or hereafter requested by C~ty and furmshed to
C~ty, are complete and accurate as of the date shown on the mformataon, data, or report,
and, sance that date, have not undergone any significant change without wntten notace to
Caty
B Any supporting financml statements heretofore requested by City and furnished to Caty, arc
complete, accurate and fairly reflect the financial cond~tlons of Organizataon on the date
shown on smd report, and the results of the operation for the period covered by the report,
and that sance soad date, there has been no matenal change, adverse or otherwise, m the
financml eondatlon of Organlzat~on
C No htagataon or legal proceedmgs are presently pending or threatened agaanst Organazataon
D None of the prows~ons here~n contravene or are in conflict wath the authority under which
Organ~zataon ~s doing busaness or with the prowsmns of any ex~stmg Indenture or
agreement of Organazataon
E Organazataon has the power to enter into thas Agreement and accept payments hereunder,
and has taken all necessary actaon to authorize such acceptance under the terms and
conditions of th~s Agreement
Page 8 of 18
F None of the assets of Orgamzat~on are subject to any lien or encumbrance of any character,
except for current taxes not dehnquent, except as shown ~n the financial statements
funushed by Orgamzat~on to C~ty
Each of these representations and warranties shall be cont~nmng and shall be deemed to have
been repeated by the submtss~on of each request for payment
16.
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 th~s Agreement expressly
prowde that another method shall be used
B Organ~zatmn may not make transfers between or among approved hne aems w~thm budget
categories set forth m Exlub~t B w~thout prior written approval of the Commumty
Development Admmmtrator for the C~ty Orgamzatlon shall request, ~n writing, the budget
rewslon in a form prescribed by C~ty, and such request for revision shall not increase the
total monetary obhgat~on of C~ty under th~s Agreement In addmon, budget rewslons
cannot s~gmficantly change the nature, intent, or scope of the program funded under this
Agreement
C Orgamzatmn will submit revised budget and program information, whenever the level of
funding for Organlzatmn or the program(s) described herein is altered according to the
total levels contained m any port~on of Exhibit B
D It is understood and agreed by the parties hereto that changes in the State, Federal or local
laws or regulattons pursuant hereto may occur dunng the term of th~s Agreement Any
such modfficattons are to be automatically incorporated into this Agreement w~thout
written amendment hereto, and shall become a part of the Agreement on the effective date
specffied by the law or regulatmn
E C~ty may, from t~me to t~me dunng the term of the Agreement, request changes ~n Exhibit
A wtuch may include an increase or decrease in the amount of Orgamzat~on's
compensation Such changes shall be incorporated ~n a written amendment hereto, as
provided m Subsection A ofth~s Seetmn
F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in
Exhibit B shall reqmre the prior written approval of City
G Organization agrees to notify C~ty of any proposed change ~n physical location for work
performed under tbas Agreement at least 30 calendar days ~n advance of the change
Orgamzatlon shall notify C~ty of any changes m personnel or govermng board
composition
Page 9 of 18
I It ~s expressly understood that neither the performance of Exinb~t A for any program
contracted hereunder nor the transfer of funds between or among said programs wall be
permitted
17
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, stat or other action as made or brought by any
person(s), finn corporatxon or other entity against Organization, Organization shall give written
not,ce thereof to City wittnn two workmg 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,
stat or other action, the names and addresses of the person(s), farm, 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 ~s being made or threatened Such wntten notice shall be dehvered e~ther personally or by
mail
lg
INDEMNIFICATION
A It ,is expressly understood and agreed by both parties hereto that City is contracting
with Organization as an independent contractor and that as such, Orgamzation
sl~ali save and hold City, its officers, agents and employees harmless from all
habihty of any nature or kind, ineludmg 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 Orgamzation.
B. OYganlzation 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 hablhty 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 or
employees
19.
INSURANCE
A Organization shall observe sound busmess practices with respect to provldmg such
bonding and insurance as would provide adequate coverage for services offered under
tbas Agreement
B The premises on and an winch the activities described in Exinblt A are conducted, the
employees conducting these activities, shall be covered by premise liability insurance,
Page 10 ofl8
commonly referred to as "Owner/Tenant" coverage with City named as an additional
insured Upon request of Orgamzatson, City may, at its sole discretion, approve alternate
msuranee coverage arrangements
C Organization will comply with applicable workers' compensation statutes and will obtain
employers' liability coverage where avmlable and other appropriate liability coverage for
program participants, if applicable
D Organization will mmntmn adequate and continuous liability insurance on all vehicles
owned, leased, or operated by Organization All employees of Organization who are
required to drive a vehicle m the normal scope and course of their employment must
possess a vahd Texas Driver's hcense and automobile hablhty Insurance Evidence of the
employee's current possession of a valid license and insurance must be mmntalned on a
current basis in Organization's files
E Actual losses are not covered by msurance as required by this Section are not allowable
costs under fins Agreement, and remmn the sole responsibility of Organization
F The policy or policies of insurance shall contmn a clause wluch requires that City and
Organization be notified m wntmg of any cancellation or change in the policy at least 30
days prior to such change or cancellation
20.
CONFLICT OF INTEREST
A Organization covenants that neither it nor any member of its govermng body presently
has any interest, direct or mdlrect, which would conflict in any manner or degree with the
performance of services reqmred to be performed under this Agreement Organization
further covenants that m the performance of this Agreement, no person having such
m~erest shall be employed or appointed as a member of its governing body
B Organization further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use hm/har position for a
purpose that is or gives the appearance of being motivated by desire for private gain for
himself/herself, or others, particularly those with which he/she 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 m the review or approval of the undertaking or
carrying out of this Agreement shall participate m any demsion relating to the Agreement
which affects his or her personal interest or the interest in any corporation, partnership, or
association m winch he or she has a direct or indirect interest
Page 11 of 18
21.
NEPOTISM
OrgamzaUon shall not employ m any pa~d capacity any person who ns a member of the
~mmed~ate family of any person who is currently employed by Organization, or is a member of
Organization's governmg board The term "member of ~mmed~ate family" includes wife,
husband, son, daughter, mother, father, brother, s~ster, m-laws, aunt, uncle, nephew, meee,
step-parent, step-child, half-brother and half-s~ster
22.
NOTICE
Any nnt~ee or other written mstrnment reqmred or permitted to be dehvered under the
terms of thxs Agreement shall be deemed to have been dehvered, whether actually received or
not, when deposited m the Umted States marl, postage prepaid, registered or certified, return
receipt requested, addressed to Orgamzat~on or City, as the case may be, at the following
addresses'
CITY ORGANIZATION
C~ty of Denton, Texas Executive D~rector
Attn City Manager SPAN, INC
215 E MeKanney 1800 Malone
Denton, TX 76201 Denton, TX 76201
E~ther party may change xts marling address by sending not~ce of change of address to the
other at the above address by certified marl, return receipt requested
23
MISCELLANEOUS
A Organ~zat~en shall not transfer, pledge or otherwise assign th~s Agreement or any interest
therem, or any cl~um arising thereunder to any party or part~es, bank, trust company or
other financial mst~tut~on w~thout the prior written approval of C~ty
B If any provision of this Agreement is held to be ~nvahd, illegal, or unenforceable, the
rema~mng prows~ons shall remain in full force and effect and continue to conform to the
ongmal intent of both parttes hereto
C In no event shall any payment to Organlzat~on hereunder, or any other act or failure of
C~ty to mslst in any one or more instances upon the terms and conditions of this
Agreement constitute or be construed m any way to be a waiver by C~ty of any breach of
covenant or default which may then or subsequently be committed by Organization
Neither shall such payment, act, or omission ~n any manner lmpmr or prejudice any right,
power, pnwlege, or remedy avmlable to City to enforce ~ts rights hereunder, which rights,
Page 12of18
powers, pnvdeges, or remedtes are always specffically preserved No representative or
agent of Ctty may wmve the effect of this provtmon
D This Agreement, together w~th referenced exhibits and attachments, constttutes the entire
agreement between the parttes hereto, and any prior agreement, assertion, statement,
understandmg, or other commttmant occumng dunng the term of this Agreement, or
subsequent thereto, have any legal force or effect whatsoever, unless properly executed ~n
writing, and ff appropriate, recorded as an amendment of this Agreement
E In the event any dtsagreement or dispute should arise between the part, es hereto
pert~umng to the mterpretatton or meamng of any part of this Agreement or tts governmg
roles, codes, laws, ordmances, or regulattons, C~ty as the party ulttmately responsible to
HUD for matters of comphance, will have the final authority to render or to secure an
tnterpretat~on
F This Agreement shall be mterpreted tn accordance with the laws of the State of Texas and
venue of any llttgatlon concerning this Agreement shall be tn a court of competent
junsdmtton sttt~ng tn Denton County, Texas
IN WITNESS WHEREOF, the parttes ~o hereby affix thetr signatures and enter ~nto this
Agreement as of the ~ ~--~-~ dayof _k~?_ .7'~.~'/~J~x'_ J ,2000
CITY OF DENTON, TEXAS
' ~iIelZlXg~W J~-xI~YMANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY,J~ITY ATTORNEY
Page 13 of 18
SPAN, INC
ATTEST
BOARD SECRETARY
Page 14 of 18
EXHIBIT A
WORK STATEMENT
SPAN, INC
(BID #2530)
· Orgamzat~on will prowde congregate meals at the Denton Semor Center and the
American Legion Hall to clients of those respective facflmes every Monday through
Friday, w~th the exception of designated hohdays
· Organizatmn will promote better mental and phymcal health for older people through
nutritious meals and somahzat~on
· Organlzatxon will provide home dehvered meal assistance to seniors hwng an the C~ty of
Denton every Monday through Friday, w~th the exception of designated hohdays
· Organization will target persons who are 60 years and older, at-risk, low income, frail
and mmonty elderly for home dehvered meal assistance Program must show ewdence
of marketing meal services to lowqncome, frail and m~nonty elderly ehents
OUTCOME MEASURES
· Organazat~on will prowde meals to 500 undupheated C~ty of Denton residents dunng
the course of the contract year
· Organization will provide at least 15,000 meals to residents of Denton dunng the
course of the contract year
· At least 20% of chents reee~wng meals servmes will come from m~nonty households
Page 16 of 18
EXHIBIT B
BUDGET
SPAN, INC
(BID #2530)
EXAMPLE
Reimbursement for Meals $29,000 00 (Contract Total)
Through fi'ns Service Agreement, the City of Denton will pay for a portion of the cost of each
congregate and home delivered meal The City's reimbursement to SPAN will be on a per meal
basis SPAN wall charge the C~ty of Denton the following prices throughout the contract year
Cost of Congregate Meals $ 1 50 ea
Cost of Home Dehvered Meals $ I 50 ea
Reimbursement requests may come to the City of Denton on a monthly or quarterly basis
Page 17 of 18