1992-185 ~, ~pdocs\hope o
ORDINANCE NO. ~
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 mn 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 manner and amount specified in the Agreement
SECTION III That this ordinance shall become effective imme-
diately upon its passage and approval.
PASSED AND APPROVED thls the-- ~Ad day of ~-- 1992
CAST B ,
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPRuv~ AS TO LEGAL FORM.
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY: ~
A~REEMENT BETWEEN THE CITY OF DENTON
AND HOPEr INC.
Thls 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., a not-for-profit Texas corporation, hereinaf-
ter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U. S. Depart-
ment 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 assis-
tance 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 execution
hereof are bound to the mutual obligations and to the performance
and accomplishment of the conditions hereinafter described
I.
TERM
This Contract and agreement shall commence on or as of October
1, 1992, and shall terminate on September 30, 1993, unless extended
by mutual agreement.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activIties, in a satisfactory and effi-
cient manner as determined by CITY, in accordance with the terms
herein CITY will consider CONTRACTOR'S executive officer to be
CONTRACTOR's representative responsible for the management of all
contractual matters pertaining hereto, unless written notification
to the contrary is received from CONTRACTOR, and approved by CITY
The Community Development AdmInistrator, w~ll be CITY's repre-
sentative responsible for the adminIstration of this Contract
IIX.
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 $16,000.00
B. Measure of Liability. In consideration of full and satis-
factory services and activities hereunder by CONTRACTOR, CITY shall
make payments to CONTRACTOR based on the Budget attached hereto and
incorporated herein for all purposes as Exhibit B, subject to the
limitations and provisions set forth in this Section and Section
VII of this Contract
(1) The parties expressly understand and agree that CITY's
obligations under this Section are contingent upon the actual
receipt of adequate Community Development Block Grant (CDBG)
funds to meet CITY's liabilities under this Contract If ade-
quate funds are not available to make payments under this Con-
tract, CITY shall notify CONTRACTOR in writing within a reason-
able time after such fact has been determined CITY may, at
its option, either reduce the amount of its liability, as spec-
lfled in Subsection A of this Section or terminate the Con-
tract. If CDBG funds eligible for use for purposes of this
Contract are reduced, CITY shall not be liable for further pay-
ments due to CONTRACTOR under this Contract
(2) It is expressly understood that this Contract in no way
obligates the General Fund or any other monies or credits of
the city of Denton
(3) CITY shall not be liable for any cost or portion there-
of 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,
(d) has not been billed to CITY within thirty (30)
calendar days following billing to CONTRACTOR, or ter-
mination of the Contract, whichever date is earlier,
PAGE 2
(e) is not an allowable cost as defined by Section
XI of this Contract or the project budget
(4) CITY shall not be liable for any cost or portion there-
of which is incurred with respect to any activity of CONTRACTOR
requiring prior written authorization from CITY, or after CITY
has requested that CONTRACTOR furnish data concerning such ac-
tion prior to proceeding further, unless and until CITY advises
CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this Con-
tract to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, BTATE and LOCAL LAWB
A. CONTRACTOR understands that funds provided to it pursuant
to this Contract are funds which have been made available to CITY
by the Federal Government (U S Department of Housing and Urban
Development) under the Housing and Community Development Act of
1974, as amended, in accordance with an approved Grant Application
and specific assurences. Accordingly, CONTRACTOR assures and cer-
tifies that it will comply with the requirements of the Housing and
Community Development Act of 1974 (P L 93-383) as amended and wlth
regulations promulgated thereunder, and codified at 24 CFR. The
foregoing is in no way meant to constitute a complete compilation
of all duties Imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and Issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or notify CITY, as provided in
Section XXIV of this Contract.
CONTRACTOR agrees to abide by the conditions of and comply with
the requirements of the Office of Management and Budget Circulars
Nos. A-110 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton
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.
PAGE 3
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 tempo-
rarlly suspend or permanently termlnate 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 ls liable to CITY for any money it has received from CITY for
performance of the provisions of this Contract if CITY has suspend-
ed 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-
stltuted 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 actlvit~es and services set out in the WORK STATEMENT, at-
tached 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 satisfactory per-
formance of the program, as determined solely by CITY and in accor-
dance with all other terms, provisions and requirements of this
Contract.
No modifications or alterations may be made in the WORK STATE-
MENT without the prior written approval of the City's Community
Development Coordinator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contraotor. The CITY shall pay to the CONTRAC-
TOR a maximum amount of money totaling $16,000 for services render-
ed under this Contract. CITY will pay these funds on a reimburse-
ment basis to the CONTRACTOR within twenty days after CITY has
received supporting documentation. CITY shall not pay in any three
month period more than twenty-five (25%) percent of the maximum
amount specified above.
PAGE 4
Funds are to be used for the sole purpose of paying as shown in
the Budget, Exhibit B.
E. 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 t~me 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. Disallowed Costs. Upon termination of the Contract, should
any expense or charge for which payment has been made be subse-
quently disallowed or disapproved as a result of any auditing or
monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten (10) working days of a written notice to
CONTRACTOR, which specifies the amount disallowed.
Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligation of Funds. In the event that actual expendi-
ture rates 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.
E. 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, w~thln fifteen (15)
working days following the close of the Contract per~od. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR
At the termination of the Contract, all unclazmed (30 days or
older) salaries or wages must be returned to CITY in the followIng
format:
(1) A cashier's check for the net aggregate amount payable
to the City of Denton,
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
PAGE 5
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 re-
flect the financial condition of CONTRACTOR on the date shown on
said report, and the results of the operation for the period cover-
ed 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 proceedings are presently pending or
threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in conflict
with the authority under which CONTRACTOR is doing bus~ness or with
the provisions of any existing indenture or agreement of CONTRAC-
TOR
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 delin-
quent, 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
A. During the period of time that payment may be made here-
under and so long as any payments remain unl~quldated, CONTRACTOR
shall not, without the prior written consent of the Executive
Director of Planning and Development or his authorized representa-
tive'
PAGE 6
(1) Mortgage, pledge, or otherwise encumber or suffer to be
encumbered, any of the assets of CONTRACTOR now owned or here-
after acquired by it, or permit any pre-exlst~ng mortgages,
l~ens, or other encumbrances to remain on, or attached to, any
assets of CONTRACTOR which are allocated to the performance 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 clalms for money due or to
beoome due.
(3) Sell, convey, or lease all or substantial part of
assets.
(4) Make any advance or loan to, or incur any llablllty for
any other firm, person, entity or corporation as guarantor,
surety, or accommodation endorser
(5) Sell, donate, loan or transfer any equipment or Item of
personal property purchased with funds paid to CONTRACTOR by
CITY, unless CITY authorizes such transfer.
B. Should CONTRACTOR use funds received under this Contract to
acquire or improve real property under CONTRACTOR's control, CON-
TRACTOR agrees and covenants:
(1) That the property shall be used to meet one of the
national objectives in §24 CFR 570 until August 31, 1996.
(2) That should CONTRACTOR transfer or otherwise dispose of
said property on or before August 31, 1996, CONTRACTOR shall
reimburse CITY in the amount of the fair market value of the
property less any portion of the value attributable to expendi-
tures of non-CDBG funds for acquisition of, or improvement to,
the property.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the 9erformance of and in compliance with
th~s Contract and ~n conformance with the standards and provisions
of Exhibits A and B.
B. Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month period
which exceeds one-twelfth (1/12) of any budgeted l~ne items for
personnel costs as specified in Exhibit B.
PAGE 7
(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 conducted
(5) Any alterations, deletions or additions to the Person-
nel 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 attendlng out of town meetings, seminars or
conferences
Written requests for prlor 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 ~n accordance with
the provisions of this Contract.
XI.
PROGRAM INCOME
A. For purposes of this Contract, program income means earn-
· ngs of CONTRACTOR realized from activities resulting from this
Contract or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, Income pro-
duced from contract-supported services of individuals or employees
or from the use or sale of equipment or facilities of CONTRACTOR
provided as a result of this Contract, and payments from clients or
third parties for services rendered by CONTRACTOR under this Con-
tract.
B. CONTRACTOR shall maintain records of the receipt and dis-
position of program income in the same manner as required for other
Contract funds, and reported to CITY In the format prescribed by
CITY. CITY and CONTRACTOR agree, based upon advice received from
HUD representatives, that any fees collected for services performed
by CONTRACTOR shall be spent only for operating expenses
PAGE 8
C CONTRACTOR shall include this Section in its entirety in
all of its sub-contracts which involve other income-producing ser-
vices or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Contract, or the performance thereof, consti-
tutes program lncome. CONTRACTOR is responsible to CITY for the
repayment of any and all amounts determined by CITY to be program
Income, unless otherwise approved in writing by CITY.
XII.
M~INTEN~NCE 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 Exhlblt B, attached hereto, and with any other
applicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Contract or any
applicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts
B CONTRACTOR agrees to retain all books, records, documents,
reports, and written accounting policies and procedures pertaining
to the operation of programs and expenditures of funds under this
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 neces-
sary, the CONTRACTOR shall make available to CITY, HUD, or any of
their authorized representatives, all of its records and shall
permit CITY, HUD, or any of their 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.
PAGE 9
XIII.
REPORTB AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Contract.
CONTRACTOR shall submit regular performance reports to CITY no
less than once each three months, with the first report due on or
before December 1, 1992 The performance report shall detail
client Information, Including race, Income and other such statis-
tics required by CITY. CONTRACTOR agrees to gather information and
data relative to all programmatic and financial reporting as of the
beginning date specified in Section II and furnish to CITY quar-
terly a report of all income received and funds expended The
flrst such report is due on December 1, 1992
CONTRACTOR agrees to retain an independent auditor to conduct
an audit in accordance with the Single Audit Act of 1984, 31 U.S.C
7501-7. The audlt shall be performed in accordance w~th generally
accepted government auditing standards covering f~nanclal and com-
pliance audits. CONTRACTOR shall furnish CITY a copy of the audit
within ten (10) days after receipt of the audit
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's per-
formance under this Contract.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation actlvitles 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.
PAGE 10
F CONTRACTOR shall submit coples 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.
XV.
DIRECTORS~ ~EETIN~S
During the term of this Contract, CONTRACTOR shall cause to be
delivered to CITY copies of all notlces 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
XVI.
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 The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these activ-
ities, shall be covered by premise liability insurance, commonly
referred to as "Owner/Tenant" coverage with CITY named as an
additional insured Upon request of CONTRACTOR, CITY may, at its
sole discretion, approve alternate insurance coverage arrangements
C CONTRACTOR will comply with applicable workers' 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 drivers' 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.
PAGE 11
XVII.
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 w~th the non-
discrimination requirements, the Contract may be canceled, termi-
nated, or suspended in whole or in part, and CONTRACTOR may be
barred from further contracts with CITY.
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available for examination. Such personnel policies shall
A. Be no more liberal than CITY's personnel policies, proce-
dures, 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.
XIX.
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 govern-
lng 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
PAGE 12
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
indlreot interest, or (2) have any interest, direct or indirect, in
this Contract or the proceeds thereof.
XX.
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, in-laws,
aunt, uncle, nephew, niece, step-parent, step-child, half-brother
and half-sister
XXI.
POLITICAL OR SECTARIAN ACTIVITY
A None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
B. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
XXII.
PUBLICITY
A. Where such action is appropriate, as determined by and upon
written approval of CITY, CONTRACTOR shall publicize the activities
conducted by CONTRACTOR under this Contract. In any news release,
sign, brochure, or other advertising medium, disseminating informa-
tion prepared or distributed by or for CONTRACTOR, mention shall be
made of the U.S. Department of Housing and Urban Development fund-
lng through the City of Denton having made the project possible
PAGE 13
B. Ail published material and written reports submitted under
this project must be originally developed material unless otherwise
specifically provided in this Contract When material not origi-
nally developed is included in a report, the report shall identify
the source in the body of the report or by footnote This provi-
sion is applicable when the material is in a verbatim or extensive
paraphrase format.
All published material submitted under this project shall
include the following reference on the front cover or t~tle page:
This document is prepared in accordance with the City
of Denton's Community Development Block Grant Program, with
funding received from the United States Department of
Housing and Urban Development.
C All reports, documents, studies, charts, schedules, or
other appended documentation to any proposal, content of basic
proposal, or Contracts and any responses, inquiries, correspondence
and related material submitted by CONTRACTOR, shall become the
property of CITY upon receipt.
XXIII.
FUNDIN~ APPLICATIONS
CONTRACTOR agrees to not~fy CITY each time CONTRACTOR is pre-
paring or submitting any application for funding in accordance with
the following procedures
A. When the application is In the planning stages, CONTRACTOR
shall submit to CITY a description of the funds being applied for,
and proposed use of funds.
B Upon award of or not~ce of award, whichever ~s 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 not~ce of award or funding award by
CONTRACTOR, together with copies of the budget, program descrip-
tion, and contract.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indIrectly, as a contrlbutlon, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program w~thout the prior written consent of CITY
XXIV.
CHAN~ES AND /%MENDMENTS
A. Any alterations, additions, or deletions to the terms of
this Contract shall be by written amendment executed by both
PAGE 14
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 approved
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 obliga-
tion 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 informa-
tion, whenever the level of funding for CONTRACTOR or the pro-
gram(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
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 in writing 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
Exhlblt A for any program contracted hereunder nor the transfer of
funds between or among said programs will be permitted
XXV.
SUSPENSION OF FUNDING
U~en de~erm~natzun by CITY uf CONTRACTOR's failure to tamely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
PAGE 15
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 mall to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exceed thirty (30) calendar days At the end of the suspension
period, if CITY determines the default or deficiency has been
satisfied, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated.
XXVI.
TERMINi~TION
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 XXV.
(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 substan-
tially 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 XXIV (D), of this Contract
PAGE 16
(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 not~fy CONTRACTOR in writing of the dec,-
sion to terminate and the effective date of termination. Simulta-
neous notice of pending termination maybe made to other funding
sources specified in Exhibit B.
B. CITY may termlnate this Contract for convenience at any
time. If th~s Contract is terminated by CITY for convenience,
CONTRACTOR w~ll be paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination In
no event w~ll this compensatlon exceed an amount which bears the
same ratlo 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 termlnate this Contract ~n whole or ~n 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
occasloned by a breach of contract as defined herein or as defined
in a contract between CONTRACTOR and the funding source in
question.
CONTRACTOR may terminate this 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 l~able to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the terminatlon date.
E. Notwithstandlng 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 v~rtue 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.
PAGE 17
XXVII.
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 mall
XXVIII.
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 in-
tent of both parties hereto.
XXIX.
INDEMNIFICATION
A It is expressly understood and agreed by both partles here-
to 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 perfor-
mance or omission of any employee, agent or representative of CON-
TRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to indem-
nify and hold harmless CITY 1ts agents, employees, or contractors
from any and all claims, suits, causes of action, demands, damages,
losses, attorneys fees, expenses, and liability arising out of the
use of these contracted funds and program administration and imple-
mentation except to the extent caused by the willful act or omis-
sion of CITY, ~ts agents, employees, or contractors
PAGE 18
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. Thls Contract, together with referenced exhlblts and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
lng or other commitment antecedent to this Contract, whether writ-
ten 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 if sent
postage pald to the partles and address set for below
TO CITY. TO CONTRACTOR
City Manager Barbara Atklns
City of Denton HOPE, Inc.
215 E. McKlnney St. 1213 N Elm
Denton~ Texas 76201 Denton, Texas 76201
TNESS O~I~C~ ~h~_ Agreement has been executed on this
the day of~, 1992.
CITY OF DENTON
BY~~~~~~NAGER
LLbY6 V. H~RRELL, C~Y MA
PAGE 19
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED A~ TO LEGAL FO~.
DEB~ A. D~YOVITCH, CITY ATTO~EY
HOPE, INC.
Barbara Atklns
ATTEST:
hope 1
PAGE 2 0
EXHIBIT ~A~
HOPEr
STATEMENT OF WORK
FOR
TI~I~'S~TION HOUSING
The purpose of the project is to assist families who are home-
less, or potentially homeless toward establishing and maintaining
self-sufficlency. The funding requested would provide rent and
utility assistance, and limited other financial aid, as determined
by the needs of the p~lot study families The number of families
in the pllot study would be two or three, and rent and utility
assistance would be for a period of 12 to 24 months
HOPE, Inc. will assist the pllot study families with assessment
of educational or vocational skills and training, with budget
skills, with ]ob search sk~lls, and w~th counseling or other social
services. HOPE wlll also monitor on a weekly basis, records of
expenses incurred, receipts, and proof of family income.
It ~s anticipated that client families who are in the pilot
study will be able, after the one to two year assistance period, to
improve their sltuatlon enough to be able to afford decent, safe,
and sanitary housing without the need for rental assistance and
continuing emergency aide from Denton agencies
PAGE 21
EXHIBIT
HOPE, INC.
PRO~ECT BUDOET
FOR
PILOT STUDY~ TI~,NSITION HOUSING
Personnel Costs'. .... $ 4,000 00
One caseworker i% ~.002~ 00 per hour
up to 20 hours per week
Rent, Utilities, Other Financial Aid ...... 12,000.00
TOTAL $16,000.00
PAGE 22