1994-207bl\hop~.o
ORDINANCE NO. qq-~Oq
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
HOPE, INC. AUTHORIZING THE EXPENDITURE OF FUNDS FOR ASSISTANCE TO
HOMELESS FAMILIES; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
APPROVING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Council has determined that it is in the best
interest of the citizens of the city to provide public funds to
HOPE, Inc., in consideration of the valuable public services to be
furnished by HOPE, Inc. to the City of Denton in accordance with
the Agreement attached hereto; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the city Council hereby approves the "Agree-
ment'' attached hereto, between the city of Denton and HOPE, Inc.
authorizing the expenditure of funds for assistance to homeless
families, and authorizes the Mayor to execute said Agreement.
SECTION II. That the city Council authorizes the expenditure
of funds in the amount of Twenty-three Thousand Dollars
($23,000.00).
SECTION III. That this ordinance shall become effective imme-
diately upon its passage and approval.
PASSED AND APPROVED this the ~day of ~O%3t~-~%~-~, 1994.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
aGREEMENT BETWEEN THE CITY OF DENTON
/%ND HOPEr 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.
W~EREAS, 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
project;
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 January 1, 1995, and
shall terminate on September 30, 1995, unless extended as provided
herein.
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 contrac-
tual 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 $23,000.00.
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 L/%WS
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.
No modifications or alterations may be made in the Work State-
PAGE 3
ment without the prior written approval of the city's Community
Development Administrator.
VII.
PAYMENT8 TO CONTRACTOR
&. Payments to contraotor. The CITY shall pay to the CON-
TRACTOR e maximum amount of money totaling $23,000 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. Exoess 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 underexpended funds.
D. Contraot 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. Ail 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.
PAGE 4
B. Any supporting financial statements heretofore requested
by CITY and furnished to CITY, are complete, accurate and fairly
reflect the financial condition of CONTRACTOR on the date shown on
said report, and the results of the operation for the period
covered by the report, and that since said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR 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 subject to any lien
or encumbrance of any character, except for current taxes not
delinquent, except as shown in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be 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.
PAGE 5
(3) Sell, convey, or lease all or substantial part of
its assets.
(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity or corporation as 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.
PAGE 6
Written requests for prior approval are CONTRACTOR's responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. Contractor must obtain written approval
by CITY 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.
I~INTEN~NCE OF RECORDB
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 regulation establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this 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 subsection 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
· s
its authorized representative , all of its records and shall permit
...... ~--~zed renresentatives to audit, exgmine,
all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data requested by said
representatives.
XII.
REPORTS AND INFOP/~ATION
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.
PAGE 7
CONTRACTOR shall submit quarterly benefic~yan~ncial
reports to CITY no less than once each three months, with the first
reports due on or before March 1, 1995. The beneficiary report
shall detail client information, including race, income, female
head of household and other statistics required by CITY. The
financial report shall include information and data relative to all
programmatic and financial reporting as of the beginning date
specified in Section I of this 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 ANDEYALUATION
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.
PAGE 8
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval.
XV.
INSUIU~CE
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.
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.
PAGE 9
D. In the event of CONTRACTOR's non-compliance with the
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.
XVIIo
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 responsibllltle
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.
FUNDIN~ ~PPLIC~TIONS
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
without written amendment hereto, and shall become a part of the
Contract on the effective date specified by the law or regulation.
PAGE 11
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.
SUSPENSION OF FUNDIN~
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.
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract.
PAGE 12
(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
in a contract between CONTRACTOR and the funding source in
question.
PAGE 13
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.
PAGE 14
XXV.
INDEHNIFICATION
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 ha~nloss from all liability of
any naturo or kind, including costs and expenses for, or on account
of, any claims, audit exceptions, demands, suits or damages of any
character whatsoever ~esulting in whole or in part from the per-
fo~mance 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,
damages, lossesv 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 eot
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.
PAGE 15
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 prejudice any right, power, privilege, or remedy
available to CITY to enforce its rights hereunder, which rights,
powers, privileges, or remedies are always specifically preserved.
No representative or agent of CITY may waive the effect of this
provision.
D. This 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 Barbara Atkins
City of Denton HOPE, Inc.
215 E. McKinney St. 1213 N. Elm
Denton, Texas 76201 Denton, Texas 76201
the /~day~IN'WITNESSof OF3~HICH~,this Contract1994 .has been executed on this
C~~ON . /
~L~gD'V. HARRELL, CIT~NAGER
PAGE 16
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
HOPE, INC.
BARBARA ATKINS
ATTEST:
PAGE 17
EXHIBIT A
WORK STATEMENT
HOPE, INC.
TRANSITION HOUSING PROGRAM
The pu~ of .'.~,¢ project is to assist families who are homeless, or potentially homeless toward
establishing and maintaining mil-sufficiency. The funding requested would provide rent and utility
assistance, and limited other f'mancial aid, as determined by lhe 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 march skills, and with core,ruling 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
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
Provision of rent, utility and food assistance to homeless and potentially homeless, families for a period
not to exceed 90 days.
EXHIBIT "B"
HOPE, INC.
PROJECT BUDGET
Transition Housing ProGram
Personal Costs: ......................................... $ 4,000.00
Case management'up to 20 hours per week
Client Services: ........................................ 14,000.00
Rent, Utilities, and other Financial Aid
TOTAL $18,000.00
30-90 Day Client Assistance ProGram
Support of Client Families, 30-90 Days: ................. $ 5,000.00
Rent, Utilities, Food
TOTAL $ 5,000.00