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1989-1062752L NO 821DIa AN ORDINANCE AUTHORIZING BETWEEN THE CITY OF DENTON, ASSISTANCE FOR THE HOMELESS THEREFORE AND PROVIDING AN THE MAYOR TO EXECUTE AN AGREEMENT TEXAS AND H 0 P E , INC TO PROVIDE AUTHORIZING THE EXPENDITURE OF FUNDS EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute an agreement ween the City of Denton and H 0 P E Inc to provide assistance for the homeless, under the terms and conditions contained in the agreement, a copy of which is attached hereto and made a part hereof SECTION II That the City Council hereby authorizes the expen ture o funds not to exceed Ten Thousand ($10,000) Dollars SECTION III That this imme ate y upon its passage PASSED AND APPROVED this ordinance shall become effective and approval the 4' day of _ 1989 Y E H X , M R ATTEST J , CITY S' E A ROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY 2748L THE STATE OF TEXAS § COUNTY OF DENTON § AGREEMENT BETWEEN THE CITY OF DENTON AND HOPE, INC This Contract and agreement 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 OrdinanceCITY,- '9 yG~ dated , hereinafter referred to as and H 0 P E , nc , a non-profit corporation with offices at 1213 N Locust, Denton, Texas 76201 hereinafter referred to as CONTRACTOR WHEREAS, the CITY has received certain funds from the Texas Department of Community Affairs ("TDCA"), under the Stewart B McKinney Homeless Assistance Act, and, WHEREAS, the CITY has designated the Planning and Community Development Department as the department responsible for the administration of this contract and all matters pertaining thereto, and, WHEREAS, the CITY wishes to engage the CONTRACTOR to carry out such project, NOW THEREFORE, the parties hereto severally and collectively agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the tasks hereinafter described I TERM This Contract shall commence on or as of August 1, 1989, and shall terminate on May 1, 1990, unless extended by mutual agreement II RESPONSIBILITIES The CONTRACTOR hereby accepts the responsibility for the performance of all services and activities, in a satisfactory and efficient manner as determined by the CITY, in accordance with the terms herein The CITY will consider the CONTRACTOR'S executive officer to be the CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from the CONTRACTOR, and approved by the CITY The Director of Planning, or his/her designated represen- tative, will be the CITY's representative responsible for the administration of this contract III CITY'S OBLIGATION A Limit of Liability In consideration of full compliance with the provisions of this Contract by CONTRACTOR, the CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the project budget included as a part of EXHIBIT "A" Notwithstanding any other provision of the Contract, the total of all payments and other obligations made or incurred by the CITY hereunder shall not exceed the sum of $10,000 00 B Measure of Liability In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, the CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as EXHIBIT "A", subject to the limitations and provisions set forth in this Section and Section VIII of this Contract (1) It is expressly understood and agreed by the parties hereto, that the CITY's obligations under this Section are contingent upon the actual receipt of adequate Emergency Shelter Grant Program ("ESGP") funds from the TDCA to meet the CITY 's liabilities under this Contract If adequate funds are not available to make payments under this Contract, the CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been determined The CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Contract If ESGP funds eligible for use for purposes of this Contract are reduced, the CITY shall not be liable for further payments 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) The 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, PAGE 2 (c) is not in strict accordance with the terms of this Contract, including all exhibits attached hereto, (d) has not been billed to the CITY within thirty (30) calendar days following billing to the CONTRACTOR, or termination of the Contract, whichever is earlier, (e) is not an allowable cost as defined by Section XI of this Contract or the project budget (4) The CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of the CONTRACTOR requiring prior written authorization from the CITY, or after the CITY has requested that the CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until the CONTRACTOR is therefore advised by the CITY to proceed (5) The CITY shall not be obligated or liable under this Contract to any party other than the CONTRACTOR for payment of any monies or provision of any goods or services IV COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A The CONTRACTOR understands that funds provided to it pursuant to this Contract and agreement are funds which have been made available to the CITY by the State Government under the Stewart B McKinney Homeless Assistance Act, Title IV of P L 100-77 and the McKinney Amendment Act, (P L 100-628), as amended, in accordance with an approved Grant Application and specific assurances Accordingly, the CONTRACTOR assures and certifies that it will comply with the requirements of the McKinney Act, as amended and with regulations promulgated thereunder, and codified at 24 CFR, which in no way is meant to constitute a complete compilation of all duties imposed upon the CONTRACTOR by law or administrative ruling, or to narrow the standards which the CONTRACTOR must follow The CONTRACTOR further assures and certifies that if the regulations and issuances promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify the CITY, as provided in Section XXIV D of this Contract B The CONTRACTOR shall comply with all applicable laws, ordinances and codes of the State of Texas and the City of Denton CONTRACTOR shall make known that use of the facilities PAGE 3 and services funded under this Contract are available to all on a non-discriminatory basis CONTRACTOR shall implement procedures designed to make available to interested persons information concerning the existence and location of services and facilities that are accessible to persons with a handicap CONTRACTOR shall administer, in good faith, a policy designed to ensure that its homeless facility is free from the illegal use, possession or distribution of drugs or alcohol V REPRESENTATIONS A The 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 the CONTRACTOR, do hereby warrant and guarantee that he/she, or they, have been fully authorized by the CONTRACTOR to execute this Contract on behalf of the CONTRACTOR and to validly and legally bind the CONTRACTOR to all terms, performances and provisions herein set forth C The 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 the CONTRACTOR or the person signing the Contract to enter into this Contract The CONTRACTOR is liable to the CITY for any money it has received from the CITY for performance of the provisions of this Contract if the CITY has suspended or terminated this Contract for the reasons enumerated in this Section D The CONTRACTOR agrees that the funds and resources provided the CONTRACTOR under the terms of this Contract will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, the CONTRACTOR had this Contract not been executed VI PERFORMANCE BY CONTRACTOR The CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the budget attached hereto and incorporated herein for all purposes as Exhibit "A," utilizing the funds described and incorporated herein for all purposes and deemed by both parties to be PAGE 4 necessary and sufficient payment for full and satisfactory per- formance of the program, as determined solely by the CITY and in accordance with all other terms, provisions and requirements of this Contract No modifications or alterations may be made in the budget without the prior written approval of the City's Executive Director of Planning and Development, or his/her authorized representative VII PAYMENTS TO CONTRACTOR A The CONTRACTOR must maintain a separate numbered account for the receipt and disbursement of all funds received under this Contract and any program income resulting therefrom The CONTRACTOR further agrees that (1) Such account shall contain only the funds received pursuant to this Contract and that no other funds shall be mingled with funds in such account, except funds deemed to be program income as defined in Section XII of this Contract CONTRACTOR shall support all checks and withdrawals from said account with itemized documentation of costs under this Contract Upon the CONTRACTOR's written request and solely within the discretion of the CITY, an alternative accounting mechanism may be permitted, provided such alternative adheres at all times to generally accepted accounting principles (2) Said account shall be maintained, under conditions approved by the CITY, in a financial institution, with federal deposit insurance coverage and the balance, if any, exceeding the federal deposit insurance coverage, shall be collaterally secured B Method of Payment Payment by the City for services provided hereunder shall be made as follows 5,000 on September 1, 1989 5,000 on January 5, 1990 C Excess Payment CONTRACTOR shall refund to the CITY within ten working days of the CITY's request, any sum of money which has been paid by the CITY and which the CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR or, (2) has not been spent strictly in accordance with the PAGE 5 terms of this Contract, or (3) is not supported by adequate documentation to fully justify the expenditure D Disallowed Costs Upon termination of the Contract, should any expense or charge for which payment has been made be subsequently disallowed or disapproved as a result of any audit- ing or monitoring by the CITY, the Department of Housing and Urban Development, or any other Federal agency, the CONTRACTOR will refund such amount to the CITY within ten (10) working days of written notice to CONTRACTOR, specifying the amount disallowed Refunds of disallowed costs may not be made from these or any other funds received from or through the CITY E Deobli ation of Funds In the event that actual expenditure rates deviate rom CONTRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, the CITY hereby reserves the right to reappropriate or recapture any such under-expended funds F Contract Close Out A final expenditure report shall be submitted by the CONTRACTOR to the CITY within fifteen (15) working days following the close of this Contract period uti- lizing the form agreed upon by the CITY and CONTRACTOR Any monies not spent by CONTRACTOR shall be returned to CITY VIII OWNERSHIP OF PROPERTY All equipment must be purchased by the CITY's Purchasing Department through the Community Development Office Equipment or major non-recurring expenses ($200 00 or more) may not be purchased without written consent of the CITY during the last four months of this Contract Written notification must be received by the CITY within five (5) calendar days of delivery of non-expendable property in order for the CITY to effect identification and recording for inventory purposes The CONTRACTOR shall maintain adequate accountability and control over such property, shall maintain adequate property records, and perform an annual physical inventory IX WARRANTIES The CONTRACTOR represents and warrants that PAGE 6 A All information, reports and data heretofore or hereafter requested by the CITY and furnished to the CITY, is 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 the CITY B Any supporting financial statements heretofore requested by the CITY and furnished to the CITY, are complete, accurate and fairly reflect the financial condition of the 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 the CONTRACTOR C No litigation or proceedings are presently pending or threatened against the CONTRACTOR D None of the provisions herein contravenes or is in conflict with the authority under which the CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of the CONTRACTOR E The 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 the 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 the CONTRACTOR to the City Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment X COVENANTS During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, the CONTRACTOR shall not, without the prior written consent of the Executive Director of Planning and Development or his/her authorized representative A Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of the CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to, any PAGE 7 assets of the CONTRACTOR which are allocated to the performance of this Contract and with respect to which the CITY has ownership hereunder B Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due C Sell, convey, or lease all or substantial part of its assets D Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser E Agrees to provide an amount of funds equal to the amount provided by the City (CONTRACTOR'S Match) during the term of this Contract This amount shall include $2,400 in rental paid by CONTRACTOR and $7,600 paid in salaries CONTRACTOR certifies that these funds were not used to match funds for a previous ESCP XI 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 of Exhibit "A " B Approval of CONTRACTOR's budget does not constitute prior written approval, even though certain items may appear herein The City's prior written authorization is required in order for the following to be considered allowable costs (1) Any Sub-contracts (a) The City shall not be obligated to any third parties (including any subcontractors of the CONTRACTOR) and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Contract (2) Out of town travel (3) Costs or fees for temporary employees or services (4) Any fees or payments for consultant services (5) Fees for attending out of town meetings, seminars or conferences PAGE 8 Written requests for prior approval are the CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by the CITY Written approval by the CITY must be obtained 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 XII PROGRAM INCOME A For purposes of this Contract, program income means earnings of the CONTRACTOR realized from activities resulting from this Contract or from the CONTRACTOR's management of funding provided or received hereunder Such earnings include, but are not limited to, income from interest, usage or rental/lease fees, income produced from contract-supported services of individuals or employees or from the use 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 Contract B On a monthly basis, CONTRACTOR shall report and return to the CITY, all program income received or accrued during the preceding month Alternative arrangements to this requirement may be made upon written request to, and written approval by the CITY C Records of the receipt and disposition of program income must be maintained by the CONTRACTOR in the same manner as required for other Contract funds, and reported to the CITY in the format prescribed by the CITY D The CONTRACTOR shall include this Section in its entirety in all of its sub-contracts which involve other income-producing services or activities E It is the CONTRACTOR'S responsibility to obtain from the CITY a prior determination as to whether or not income arising directly or indirectly from this Contract, or the performance thereof, constitutes program income The CONTRACTOR is respon- sible to the CITY for the repayment of any and all amounts determined by the CITY to be program income, unless otherwise approved in writing by the CITY PAGE 9 XIII MAINTENANCE OF RECORDS A The 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 com- pliance with the provisions of Exhibit "A," attached hereto, and with any other applicable Federal and State regulations establish- ing 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 the CONTRACTOR of fiscal accountability and liability under any other provision of this Contract or any applicable law The CONTRACTOR shall include the substance of this provision in all subcontracts B The CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and pro- cedures pertaining to the operation of programs and expenditures of funds under this Contract for the period of time and under the conditions specified by the CITY C Nothing in the above subsections shall be construed to relieve the 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 the CITY may deem necessary, the CONTRACTOR shall make available to the CITY, TDCA, or any of their authorized representatives, all of its records and shall permit the CITY, TDCA, 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 employ- ment and all other data requested by said representatives XIV REPORTS AND INFORMATION At such times and in such form as the CITY may require, the CONTRACTOR shall furnish such statements, records, data and information as the CITY may request and deem pertinent to matters covered by this Contract Regular performance reports, shall be submitted to the CITY by the CONTRACTOR no later than once each three months, com- mencing August 1, 1989 The performance report shall detail client information, including race, income and other such statistics required by CITY The CONTRACTOR agrees to gather PAGE 10 information and data relative to all programmatic and financial reporting as of the beginning date specified in Section II and furnish to CITY bi-monthly of all income received and funds expended XV MONITORING AND EVALUATION A The CITY shall perform on-site monitoring of CONTRACTOR's performance under this Contract B The CONTRACTOR agrees that the CITY may carry out monitoring and evaluation activities to ensure adherence by the CONTRACTOR to the Work Statement, and Program Goals and Objec- tives, which are attached hereto as "Exhibit A," as well as other provisions of this Contract C The CONTRACTOR agrees to cooperate fully with the CITY in the development, implementation and maintenance of record-keeping systems and to provide data determined by the CITY to be neces- sary for the CITY to effectively fulfill its monitoring and evaluation responsibilities D The CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay the 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, the CITY shall provide the CONTRACTOR with a written report of monitoring findings F Copies of any fiscal, management, or audit reports by any of the CONTRACTOR's funding or regulatory bodies will be submit- ted to the CITY within five (5) working days of receipt by the CONTRACTOR XVI DIRECTORS' MEETINGS During the term of this Contract, the CONTRACTOR shall cause to be delivered to the 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 the 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 under- stands and agrees that CITY representatives shall be afforded PAGE 11 access to all Board of Directors' meetings Minutes of all meetings of the CONTRACTOR's governing body shall be submitted to the CITY within ten (10) working days of approval XVII INSURANCE A The CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for projects under this Contract B The premises on and in which the activities described in the Work Statement, "Exhibit A," are conducted, and the employees conducting these activities, shall be covered by premise lia- bility insurance, commonly referred to as "Owner/ Tenant" coverage with the CITY named as an additional insured Upon request of the CONTRACTOR, the CITY may, at its sole discretion, approve alternate insurance coverage arrangements C The CONTRACTOR will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable D All non-expendable property acquired under the provisions of this Contract must be adequately insured against fire, theft, and loss, with the CITY named as co-insured E The CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by the CONTRACTOR All employees of the CONTRACTOR who drive a vehicle in the normal scope and course of their employment must possess a valid Texas drivers' license and liability insurance Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in the CONTRACTOR's files F Actual losses not covered by insurance as required by this Section are not allowable costs under this Contract, and remain the sole responsibility of the CONTRACTOR XVIII EQUAL OPPORTUNITY A All CONTRACTORS receiving funding in excess of $10,000 PAGE 12 will submit for CITY 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 All CONTRACTORS shall comply with all applicable equal employment opportunity and affirmative action laws or regulations C The CONTRACTOR or SUBCONTRACTOR will furnish all infor- mation and reports requested 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 the CONTRACTOR's or SUBCONTRACTOR's non-compliance with the non-discrimination requirements, the Contract may be cancelled, terminated, or suspended in whole or in part, and the CONTRACTOR or SUBCONTRACTOR may be barred from further contracts with the CITY XIX PERSONNEL POLICIES Personnel policies shall be established by the CONTRACTOR and shall be available for examination such personnel policies shall A Be no more liberal than the CITY's personnel policies, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be in writing and shall be approved by the governing body of the CONTRACTOR and by the CITY XX CONFLICT OF INTEREST A The 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 The CONTRACTOR further covenants that in the per- formance of this Contract, no person having such interest shall be employed or appointed as a member of its governing body B The CONTRACTOR further covenants that no member of its PAGE 13 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 the CITY and no member of its governing body who exercises any function or responsi- bilities 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 XXI 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 XXII POLITICAL OR SECRETARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by the 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 the 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 re- ligious facility or activity PAGE 14 XXIII FUNDING APPLICATIONS The CONTRACTOR agrees to notify the CITY each time the CONTRACTOR is preparing or submitting any application for funding The following procedures must be adhered to A When the application is in the planning stages, a description of the funds being applied for, and proposed use of funds, must be submitted by the CONTRACTOR to the CITY B Upon award of or notice of award, whichever is sooner, the CONTRACTOR shall notify the 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 the 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 The CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of the CITY XXIV CHANGES AND AMENDMENTS A Any change in the terms of this Contract shall be by amendment hereto in writing and executed by both parties hereto, except when the terms of this Contract expressly provide that another method shall be used B The CONTRACTOR may not make transfers between or among approved line-items within budget categories of the Budget, Exhibit "A," without prior written approval of the CITY CONTRACTOR shall request the budget revision in writing in a form prescribed by the CITY, and such request for revision shall not increase the total monetary obligation of the 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 information, whenever the level of funding for the CONTRACTOR or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit "A" PAGE 15 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 modifications 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 The CITY may, from time to time during the term of the Contract, request changes in the Work Statement, Exhibit "A," which may include an increase or decrease in the amount of the 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 "A," Budget, shall require the prior written approval of the CITY G CONTRACTOR agrees to notify the 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 the CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of the Budget, Exhibit "A," for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted XXV SUSPENSION OF FUNDING Upon determination by the CITY of the CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, the CITY, without limiting any rights it may otherwise have, may at its discretion, and upon ten (10) working days written notice to the CONTRACTOR, withhold further payments to the 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 PAGE 16 suspension period, if the CITY determines the default or defi- ciency has been satisfied, the CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period If, however, the CITY determines that CONTRACTOR has not come into compliance, the provisions of SECTION XXVI may be effectuated XXVI TERMINATION A The 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 the CITY that the CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Contract, (b) has allocated inventory to this Contract sub- stantially 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 the CONTRACTOR's property, or insti- tution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against the CONTRACTOR (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws and/or regulations as provided in Section IV, and Section XXIV (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 PAGE 17 The CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination B The CITY may terminate this Contract for convenience at any time If this Contract is terminated by the CITY for con- venience, the 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 the CONTRACTOR covered by the Contract, less payments previously made C The CONTRACTOR may terminate this Contract in whole or in part, by written notice to the CITY, if a termination of outside funding occurs upon which the CONTRACTOR depends for performance hereunder The CONTRACTOR may opt, within the limitations of this Contract, to seek an alternative funding source, with the approval of the 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 the CONTRACTOR and the funding source in question The CONTRACTOR may terminate this Contract upon the dissolution of the CONTRACTOR organization not occasioned by a breach of this Contract D Upon receipt of notice to terminate, the CONTRACTOR shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Contract The CITY shall not be liable to the CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations what- soever incurred after the termination date E Notwithstanding any exercise by the CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the Contract by CONTRACTOR, and the CITY may withhold any reimbursement to the CONTRACTOR until such time as the exact amount of damages due to the CITY from CONTRACTOR is agreed upon or otherwise determined XXVII NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is PAGE 18 made or brought by any person(s), firm, corporation or other entity against the CONTRACTOR, CONTRACTOR shall give written notice thereof to the 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 pro- ceeding, 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 XXVIII MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of the CITY B If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remainder shall remain in full force and effect and continue to conform to the original intent of both parties hereto XXIV INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that the CITY is contracting with the CONTRACTOR as an independent contractor and that as such, the CONTRACTOR shall save and hold the 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 performance or omission of any employee, agent or representative of the CONTRACTOR B CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless the CITY its 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 implementation except to the extent cause by the willful act or omission of the CITY, its agents, employees, PAGE 19 or contractors c In no event shall any payment to the CONTRACTOR here- under, or any other act or failure of the 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 the CITY of any breach of covenant or default which may then or subsequently be committed by the CONTRACTOR Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to the CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved No representative or agent of the 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, under- standing 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 subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an addendum to, or 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, the CITY as the party ultimately responsible to HUD and TDCA for matters of compliance, will have the final authority to render or to secure an interpre- tation F For purposes of this Contract, all official communi- cations and notices among the parties shall be deemed made if sent postage paid to the parties and address set for below TO THE CITY TO CONTRACTORS City Manager City of Denton 215 E McKinney St Denton, Texas 76201 Director H 0 P E , Inc 1213 N Locust Denton, Texas 76201 ESS OF ICH thi Agreement as been executed on this the day of G&1940 PAGE 20 CITY OF DENTON BY ATTEST . C APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY H 0 P E , Inc BY 6ak 6 ctAo-, BOARD PRESIDENT ATTEST PAGE 21 EXHIBIT A BUDGET Total Budget $10,000 Average cost per family per month (includes rent and food assistance) $500 00 Total number of service months 20 This amount will serve 20 families for 30 days each or 10 families for 60 days each or 7 families for 90 days each Funds will be utilized to pay food and rent assistance only Page 22 EXHIBIT J# WORK STATEMENT HOPE GOAL To assist families in crisis who are homeless or are about to become homeless by providing a support system The support system stresses self- sufficiency through budget and employment counseling OBJECTIVES To ensure families have adequate housing by provision of rental or mortgage payments over a short term (30 to 60 day) period To provide food assistance to families To assist adult family members in obtaining employment through job counseling To encourage family fiscal responsibility through budget counseling To help families gain assistance from existing social service agencies Page 23