2016-226S:\Legal\Our Documents\Ordinances\16\sery agr-Giving HOPE, Inc. Ord.doc
ORDINANCE NO.2016-226
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND GIVING HOPE, INC.; PROVIDING
FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Giving HOPE, Inc. for funds to be used for homeless prevention assistance,
which is attached hereto and made a part hereof by reference (the "Agreement"), serves a
municipal and public purpose and is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the i G day of LA _Lk S 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: fi w......_..
PPI VED AS "O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
GIVING HOPE, INC.
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and Giving HOPE, Inc,, aTexasNon-Profit
Corporation, hereinafter referred to as "Organization."
WHEREAS, City has determined That the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in, its budget for the purpose of
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
NOW, THEREFOR -E, the parties hereto mutually agree as follows:
1. SCON", ()I' SEIVICF's
Organization shall, in a satisfactory and proper manner, perform the following tasks, for which
the monies provided by City may be used:
The funds being provided shall be used by Organization for homeless prevention assistance.
U. Mil .1GATIONS 01�0iWANIZA]''10N
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. One Thousand, Nine Hundred Seventy -Five Dollars and no/100 ($1,975,00) shall be paid
to Organization, by City to be utilized for the purposes set forth in Article 1,
B. Organization will inaintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement,
C. Organization will permit authorized officials of City to review its books at any time.
D. Upon request, Organization will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Organization will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement,
F. organization will appoint a representative who will be available to meet with City
officials when requested.
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G. Organization will submit to City copies of year-end audited Financial statements.
III. , III I M F' 0 FJO R F0 I � M A N CE,
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2016 unless the contract is sooner terminated under Section VII "Suspension or Termination."
IV. L)/\YN11- L's
A. PAYMENTSTOORGANIZATION, City shall pay to Organization the sum specified in Article
1.1 after the effective date of this Agreement,
B. EXCEM PAYMENT. Organization 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 therea-fler
determines:
1) has resulted in overpayment to Organization; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fullyjustify the expenditure.
V. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored, Organization agrees to make available its financial records
for review by City at City's discretion. In addition, Organization agrees to provide City the following
data and reports, or copies thereof.
A. All external orinternal audits. Organization shall submit a copy of the annual independent
audit to City within ten (10) days of receipt,
B. All external or internal evaluation reports,
C. An explanation of any major changes in program services.
D. To comply with this section, Organization agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement, The record system of Organization shall contain sufficient
documentation to provide in detail full support andjLlStifiGatiOn for each expenditure. Organization
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agrees to retain all books, records, documents, reports, and written accounting procedures pertaining
to the services provided and expenditure of funds tinder this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement,
During the term of this Agreement, Organization shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and ;place thereof wherein this program is a
part of the subject matter of the meeting. Such notice shall be delivered to City in a timely manner to
give adequate notice, and shall include an agenda and a brief description of the matters, to be
discussed. organization understands and agrees that City's representatives shall be afforded access
to all meetings of its Board of Directors.
Minutes of all meetings of Organization' governing body shall be available to City within ten
(10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if Organization violates any covenants,
agreements, or guarantees of this Agreement, the Organimtion's insolvency or Illing of bankruptcy,
dissolution, or receivership, or the Organization' violation of any low or NgUlalion to which it is
bound under the terms of this Agreement, The City may terminate this Agreement 1.or other reasons
not specifically enumerated in this paragraph.
VIII
.1) () w1j,
A. Organization shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Organization will furnish all intormation and reports requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain compliance with
local, State and Federal rules mid regulations.
C, In the event of noncompliance by Organization with the nondiscrimination requircincrits,
the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may
be barred Froin further contracts with City.
IX WARRANTIFS,
Organization represents and warrants that:
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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 reflect the financial conditions of Organization on the date
shown on said report, and the results of the operation for the period covered by the report, and that
since said data, there has been no material change, adverse or otherwise, in the financial condition of
Organization.
C. No litigation or legal proceedings are presently pending or threatened against
Organization,
D. None of the provisions herein contravenes or is in conflict with the authority tinder
which Organization is doing business or with the provisions of any existing indenture or agreement
of Organization.
E. organization has the power to enter into this Agreement and accept payments
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
conditions of this Agreement.
F. None of the assets of Organization are subject to any lien or encumbrance of any
character, except Ibr current taxes not delinquent, except as shown in the financial statements
furnished by Organization to 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. CHANGES AND AMFN
A, Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreernerit expressly
provide that another method shall be used.
B, 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 Agreement. Any such
modifications are to be automatically incorporated into this Agreement without written amendment
hereto, and shall become a part or the Agreement on the effective, date specified by the law or
regulation,
C. Organization shall notify City of any changes in personnel or governing board
composition,
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XI. INDE.MN lFl CATION
To the extent authorized by law, the Organization agrees to indemnify, hold harmless, and
defend the City, its officers, agents, and employees from and against any and all claims or suits for
injuries, damage, loss, or liability of whateverkind or character, arising out of orinconnection witlithe
performance by the Organization or those services contemplated by this Agreement, including all such
claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in
part, upon allegations of negligent or intentional acts of Organization, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Organization 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 Agreement. Organization further covenants that in the
perl'ormance of this Agreement, no person having such interest shall be employed or appointed as a
member of its governing body.
B. Organization further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/her position for a purpose that is
or gives the appearance of being motivated by desire for private gain for himself/herself, or others;
particularly those with which he/she has Family, business, or other ties,
C. No officer, member, or employee of City and no member of its governing body who
exercises any function or responsibilities in the review or approval of the undertaking or carrying out
of this Agreement shall participate in any decision relating to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest,
X111. NOTICE
Any notice or other written instrument required or permitted to be delivered Linder the terms of
this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt requested,
or via band -delivery or facsimile, addressed to Organization Or City, as the case may be, at the
following addresses:
CITY ORGANIZATION
City of Denton, Texas
Giving HOPE, Inc.
Attn: City Manager
Alonzo Peterson
215 E. McKinney
Executive Director
Denton, TX 76201
117 West Sycamore
Fax No, 940.349.8591
Denton, TX 76201
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Either party may change its mailing address by sending notice of change of address to the other at the
above address by certified mail, return receipt requested,
MV. MISCELLANEOUS
A, Organization shall not transfer, pledge or otherwise assign this Agreement 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 City,
B. If any provision of this Agreement 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 Organization hereunder, or any other actor failure of City
to insist in any one or more instances upon the terms and conditions of this Agreement 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 Organization. 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 Agreement, together with referenced exhibits and attachments, constitutes the entire
agreement between the parties hereto, and any prior agreement, assertion, statement, understanding,
or other commitment occurring during the term of this Agreement, or subsequent thereto, have any
legal force or effect Whatsoever, unless properly executed in writing, and if appropriate, recorded as
an amendment of this Agreement,
E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and
venue of any litigation concerning this Agreement shall be in a cowl of competent jurisdiction sitting
in Denton County, Texas.
IN WITNESS Wl 113REOF, the parties do hereby affix their signatures and enter into this
Agreement as of the day of t -k SAI I'll—, 2016.
CITY OF DENTON, TEXAS
HOWL iR 6 MA2RTiN, K
INTERIM CITY MANAGE.R
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ATTEST:
JENNIFER , CITY SECRETARY
- f
APPROVED• LEGAL FORM:
ANITA BURGESS, CITY ATTORINEY
Y: °m
OIVINO HOPE, INC.
A O ZO PETERSON
ECUTIDIRECTOR