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HomeMy WebLinkAbout1996-289E \WPDOCS\ORD\HOPE ORD ORDINANCE NO 9& -As? AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND PROVIDING FOR THE AWARD OF CONTRACTS FOR SERVICES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council has solicited, received and tabulated competitive bids for services in accordance with the procedures of State law and City ordinances, and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the services described in the bid invitation, bid proposals and plans and specifications therein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive bids for the services, as described in the "Bid Invitations," "Requests For Proposals," "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids BID NUMBER CONTRACTOR AMOUNT 1981 HOPE, INC $30,000 00 SECTION II That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for the services herein accepted and approved, until such person shall comply with all requirements specified in the bid Invitations or Requests for Proposals, and insurance certificate after notification of the award of the bid SECTION III That the City Manager is hereby authorized to execute all necessary written contracts for the performance of the services in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to bidders and bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein SECTION IV That upon acceptance and approval of the above competitive bids and the execution of contracts for the services as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto SECTION V That this ordinance shall become effective immediately upon its passage and approval �" PASSED AND APPROVED this the /7 � day of Oaed42 ��oA 1996 JACArMILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY 0BY L/L�d.e�L APP FOVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY REM PAGE 2 DATE DECEMBER 17,1996 CITY COUNCIL REPI2RT TO Mayor and Members of the City Council FROM Ted Benavides, City Manager SUBJECT BID # 1981- SELF SUFFICIENCY PROGRAM RECOMMENDATION: We recommend this bid be awarded to the single respondent, HOPE Inc, in the amount of $30,000 00 SUMMARY. This bid is for providing services to homeless and potentially homeless in Denton who can help themselves, and desire to do so toward establishing and maintaining self-reliance and toward becoming reintegrated as productive members of the community Services include providing crisis management, verification and assistance with application to the Housing Authority for homeless or involuntary displaced persons, coordinate services for the entire family, and assist in budget planning goal setting and Job search PROGRAMS, DEPARTMENTS OR -GROUPS -AFFECTED. HOPE Inc, CDBG Division, and Citizens of Denton utilizing the program FISCAL IMPACT: General Fund monies have been appropriated for this program Account # 100- 051-051M-8967 Respectfully submitted J Ted Benavides City Manager Approved Name Tom D' Shaw, C P M Title Purchasing Agent 809 AGENDA E \WPDOCS\R\HOPE 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON AND HOPE, INC. This Contract is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Hope, Inc , 1213 N Elm, Denton, Texas 76201, 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 assistance to the homeless families, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the administration of this contract and all matters pertaining thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such proDect, NOW, THEREFORE, the parties hereto agree, and by the execu- tion hereof are bound to the mutual obligations and to the per- formance and accomplishment of the conditions hereinafter described I. TERM This Contract shall commence on or as of October 1, 1996, and shall terminate on September 30, 1997 II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the perfor- mance of all services and activities, described in the Work State- ment attached hereto as Exhibit A, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein CITY will consider CONTRACTOR's executive officer to be CONTRAC- TOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY The CITY'S Community Development Administrator will be CITY's representative responsible for the administration of this contract III. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the project budget included as a part of Exhibit B Notwithstanding any other provision of the Contract, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $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, sub- ject to the limitations and provisions set forth in this Section and Section VII of this Contract (1) CITY shall not be liable for any cost or portion thereof which (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source, (b) was incurred prior to the beginning date, or after the ending date specified in Section I, (c) is not in strict accordance with the terms of this Contract, including all exhibits attached hereto, or (d) has not been billed to CITY within thirty (30) calendar days following billing to CON- TRACTOR, or termination of the Contract, whichever date is earlier (2) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of CON- TRACTOR requiring prior written authorization from CITY, or after CITY has requested that CONTRACTOR furnish data concern- ing such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (3) CITY shall not be obligated or liable under this Contract to any party other than CONTRACTOR for payment of any monies or provision of any goods or services PAGE 2 IV. COMPLIANCE WITH STATE and LOCAL LAWS CONTRACTOR shall comply with all laws of the United States of America and the State of Texas and ordinances of the City of Denton in the performance of this contract V. 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 Contract B The person or persons signing and executing this Contract on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Contract 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 Contract if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Contract to enter into this Contract CONTRAC- TOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Contract if CITY has sus- pended or terminated this Contract for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Contract will in no way be sub- stituted 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 Contract not been executed VI. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the Work Statement, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satis- factory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions and requirements of this Contract PAGE 3 No modifications or alterations may be made in the Work State- ment without the prior written approval of the City's Community Development Administrator VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CON- TRACTOR a maximum amount of money totaling $30,000 for services rendered under this Contract CITY will pay these funds on a reim- bursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation Those CONTRACTORS who fail to request reimbursement on a timely basis, may jeopardize present or future funding B. Excess Payment CONTRACTOR shall refund to CITY within ten (10) working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR or (2) has not been spent strictly in accordance with the terms of this Contract, or (3) is not supported by adequate documentation to fully justify the expenditure C. Deobligation of Funds In the event that actual expendi- tures deviate from CONTRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such under expended funds D. Contract Close Out CONTRACTOR shall submit the Contract close out package to CITY, together with a final expenditure re- port, for the time period covered by the last invoice requesting reimbursement of funds under this Contract, within ten (10) working days following the close of the Contract period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR VIII. 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 PAGE 4 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 related to the program described in Exhibit A D None of the provisions herein contravenes or is in con- flict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR E CONTRACTOR has the power to enter into this Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Contract F None of the assets of CONTRACTOR is sub3ect 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 continu- ing and shall be deemed to have been repeated by the submission of each request for payment IX. COVENANTS During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of CITY's Executive Director of Planning and Development or his 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 mort- gages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the per- formance of this Contract 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 5 (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guaran- tor, 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 CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Com- munity Development Office X. ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly specifically in the performance of and in compliance with this Contract and in conformance with the standards and provisions set forth in Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval of the expenditure of funds, even though certain items may appear herein CITY's prior written authorization is required in order for the following to be con- sidered allowable costs (1) Encumbrance or expenditure during any one month period which exceeds one -fifth (1/5) of any budgeted line items for costs as specified in Exhibit B (2) CITY shall not be obligated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Contract (3) Out of town travel (4) Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are con- ducted (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B (6) Costs or fees for temporary employees or services (7) Any fees or payments for consultant services (8) Fees for attending out of town meetings, seminars or conferences written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY Contractor must obtain written approval by CITY PAGE 6 prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property Any procurement or purchase which may be approved under the terms of this Contract must be conducted in its entirety in accordance with the provisions of this Contract XI. 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 Contract, in compliance with the provisions of Exhibit B, attached hereto, and with any other ap- plicable Federal and State regulations establishing standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and 3ustification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Contract or any ap- plicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retain all books, records, docu- ments, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Contract for the period of time and under the conditions specified by CITY C Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Contract D At any reasonable time and as often as CITY may deem necessary, the 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 requested by said representatives XII. REPORTS AND INFORMATION At such times and in such form as CITY may require, CON- TRACTOR shall furnish such statements, records, data and informa- tion as CITY may request and deem pertinent to matters covered by this Contract CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY PAGE 7 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 Contract 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 XIII MONITORING AND EVALUATION A CITY shall perform on -site monitoring of CONTRACTOR's performance under this Contract B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Contract 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 responsi- bilities 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 CONTRAC- TOR XIV. DIRECTORS' MEETINGS During the term of this Contract, 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 XV. 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 Contract B CONTRACTOR shall obtain, for the premises on and in which the activities described in Exhibit A are conducted, and for the employees conducting these activities, 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 arrange- ments C CONTRACTOR will comply with applicable workers' compensa- tion statutes 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 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 Contract, 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 or change in the policy at least thirty (30) days prior to such change or cancellation XVI. 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 Contract B CONTRACTOR shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations C CONTRACTOR will furnish all information and reports re- quested 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 D In the event of CONTRACTOR's non-compliance with the PAGE 9 non-discrimination requirements, City may cancel or terminate the Contract in whole or in part, and CONTRACTOR may be barred from further contracts with CITY XVII PERSONNEL POLICIES CONTRACTOR shall establish and maintain personnel policies which shall be available for examination Such personnel policies shall A Be no more liberal than CITY's personnel policies, pro- cedures, and practices, including policies with respect to employ- ment, 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 XVIII. 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 Contract CONTRAC- TOR further covenants that in the performance of this Contract, 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 carrying out of this Contract shall (1) participate in any decision relating to the Contract which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Contract or the proceeds thereof XIX. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board The term "member of immediate family" includes wife, husband, son, daughter, mother, father, brother, sister, PAGE 10 in-laws, aunt, uncle, nephew, niece, step-parent, step -child, half-brother and half-sister XX. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or submitting any application for funding for the program described in Exhibit B in accordance with the following procedures A When the application is in the planning stages, CON- TRACTOR 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 contract C CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applica- tions to obtain any federal or private funds under any federal or private program without the prior written consent of CITY XXI. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms of this Contract shall be by written amendment executed by both parties, except when the terms of this Contract expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among ap- proved line -items within budget categories set forth in Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Contract In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Contract C CONTRACTOR will submit revised budget and program in- formation 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 in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Contract Any such modi- fications are to be automatically incorporated into this Contract PAGE 11 without written amendment hereto, and shall become a part of the Contract on the effective date specified by the law or regulation E CITY may, from time to time during the term of the Con- tract, request changes in Exhibit A which may include an increase or decrease in the amount of CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Contract at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted XXII. ON 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 sat- isfied, 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 effectu- ated XXIII. TERMINATION A CITY may terminate this Contract with cause for any of the following reasons (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section XXII PAGE 12 (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract (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 Contract, (b) has allocated inventory to this Contract substantially exceeding reasonable requirements, (c) is delinquent in payment of taxes, or of costs of performance of this Contract in the ordinary course of business (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institu- tion 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 Contract (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 Contract 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 sources specified in Exhibit B B CITY may terminate this Contract for convenience at any time If this Contract 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 Contract, less payments previously made C CONTRACTOR may terminate this Contract 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 Contract, 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 PAGE 13 in a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Contract upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Contract 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 Contract CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date 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 Contract by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined 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 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 XXV. 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 per- formance 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 con- tractors from any and all claims, suits, causes of action, demands, PAGE 14 damages, losses, attorneys 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. 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 Contract CONTRAC- TOR further covenants that in the performance of this Contract, 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 it 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 Contract shall (1) participate in any decision relating to the Contract which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Contract or the proceeds thereof XXVII. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest therein, or any claim arising there- under, to any party or parties, bank, trust company or other finan- cial institution without the prior written approval of CITY B If any provision of this Contract 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 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 Contract 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 preDudice 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 PAGE 15 provision D This Contract, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing or other commitment antecedent to this Contract, whether written or oral, shall have no force or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Contract, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Contract 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 Contract 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 Contract, all official communica- tions and notices among the parties shall be deemed made as of the date mailed if sent postage paid to the parties and address set for below TO CITY TO CONTRACTOR City Manager Director City of Denton HOPE, Inc 215 E McKinney St 1213 N Elm Denton, Texas 76201 Denton, Texas 76201 G This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent 3urisdiction sitting in Denton County, Texas ,� WITNESS OF WHICH this Contract has been executed on this the / �• day of_, 1996 CITY OF DENTON BY T BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY BY Z— PAGE 16 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY ATTEST SECRETARY HOPE, INC PAGE 17 EXHIBIT "A" WORK STATEMENT HOPE, INC TRANSITIONAL HOUSING PROGRAM The purpose of the project is to assist families who are documented under HUD guidelines as homeless, toward establishing and maintaining self-sufficiency The funding requested would provide rent and utility assistance, and limited other financial aid, as determined by the needs of the transitional housing families The transitional housing program would maintain up to five families at a time, and rent and utility assistance would be for a period of 12 to 24 months HOPE, Inc will assist the transitional housing families with assessment of educational or vocational skills and training, with budget skills, with job search skills, and with counseling or other social services HOPE will also monitor on a weekly basis records of expenses incurred, receipts, and proof of family income It is anticipated that client families who are in the transitional housing program will be able, after the one or two year assistance period, to improve their situation enough to be able to afford decent, safe, and sanitary housing without the need for rental assistance and continuing emergency aide from Denton agencies 30-90 DAY CLIENT ASSISTANCE PROGRAM The program provides assistance to families who are homeless or potentially homeless, and who have the desire and ability to establish self-reliance The funding requested would provide rent, utilities, and food to client families for a period of 30-90 days The case manager from HOPE, Inc will meet with client families on a weekly basis to assist with defining goals, budget skills, assessment of job skills and educational needs, and community referral HOPE will monitor expenses, receipts, income, and attempts to move toward stated goals It is anticipated that client families will be able to move into permanent housing and to have the ability, after program assistance, to maintain permanent housing EXHIBIT "B" HOPE, INC PROJECT BUDGET Transition Housing Program Personal Costs, Client Services $ 25,000 00 Case management up to 20 hours per week Rent, Utilities, and other Financial Aid 30-90 Day Client Assistance Program Support of Client Families, 30-90 Days $5,000 00 Rent, Utilities, and other Financial Aid TOTAL $30,000 00 30-90 Day Client Assistance Program Support of Client Families, 30-90 Days $ 5,000 00 Rent, Utilities, Food TOTAL $ 5,000 00