2017-247S:\Legal\Our pocuments\Ordinances\17�Serv agr-Giving Hope, Inc.doc
ORDINANCE NO. 2017-247
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND GIVING HOPE, INC. FOR THE
PURPOSE OF HOMELESS PREVENTION ASSISTANCE; 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.
� �� 2017,
PASSED AND APPROVED this the �� day of
— ``� ��G�"�.��.�
�,.���� �� ���,
° �
�� ����...m ,, _ d mm. ........
�:����S WA"V' ��6;', MA'�'�D i�
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: . .�. ���� �""� � . ���—
APPR�� ` ��������;'��� AS '�"O LEGAL FORM;
AARON LEAL, INTERIM CITY ATTORNEY
� . UB
.d
� ��:� � ��°:
�
�
• f M '�� �", '�„ �
BY. �... �,x �
. .._ '��� � � �� .�....
�:ticgal\our docesments\�ooqtracts0l °71s�°rv u�r �iving hope, inc.doc
� _ � , i
iS � � . . , �
� �
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home
Rule Municipal Carporation, hereinafter referred to as "City", and Giving Hope, lnc., a Texas Non-
Praiit Corporation, hereinafter referred to as "Organization,"
WHEREAS, City has determined that the proposal far services merits assistancc and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying far contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpase and is in the public
interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Organization shall, in a satisfactory and proper manner, perform the fallowing tasks, for
which the monies provided by City may be used:
The funds being pravided shall be used by Organizatian for hameless prevention assistance.
II. OBLIGATIONS UP ORGANIZATI(7N
In consideration of the receipt of funds fi°om City, Organization agrees ta the fallowing terms
and canditions;
A. Four Hundred Fifty Dollars and no/100 ($450.00) shall be paid to Organization, by
City to be utilized far the purposes set forth in Article I.
B. Organization will maintain adequate recards to establish that the City funds are used
for the purposes autharized by this Agreement.
C. Organization will permit authorized officials of City to review its books at any time.
D. Upon request, Organizatian will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Organizatian will nat enter inta any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement,
F. Organizatian will appaint a representative who will be available to meet with City
officials when requested.
s:\Icgal\our documents\conirac[s\17lseev age giving hope, inc.doc
III. TIME OFwPE,RFORMANCE
The services funded by City shall be undertaken and completed by Organizatian within the
fallawing time frame:
'The term of this Agreernent shall commence on the effective date and terminate September
30, 2017 unless the cantract is sooner terminated under Section VII "Suspension or Termination."
IV. PAYMENTS
A. PaYMGNTs To ORGAN�zATION. City shall pay to Organization the sum specified in
Article II after the effective date of this Agreement.
B. EXCE3S PAYMENT. Organization shall refund to City within ten (10) working days af
City's request, any sum of money which has been paid by City and which City at any time thereafter
determines;
1) has resulted in overpayment to 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 fully ju5tify the expenditure.
V. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby the
services can be continuausly monitared. Organization agrees to make available its financial records
for review by City at City's discretion. In addition, upon request, Or�anization agrees to provide City
the following data and reports, ar copies thereoi':
A. All external or internal audits. Organization shall submit a copy of the annual
independent audit ta City within ten (10) days of receipt.
II, All external or internal evaluation reports.
C, An explanation of any major changes in program services.
D. To comply with this section, Organization agrees ta 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 recard system of Organization shall contain sufficient
dacumentation to provide in detail full support and justification for each expenditure. Organization
agrees to retain all books, records, documents, reports, and written accounting procedures pertaining
to the services provided and expenditure af funds under this Agreement for five years.
Page 2 af 7
s:U��al\�ur dc�cum�nts\�;�ntrauts117ls�rv ��r giv�ng hc�pe, inc.dac
E, Nothing in the above subsections shall be construed to relieve Organizatian of
respansibility for retainin� accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIRECTORS' MEETINGS
Upon request, minutes of all meetings afOrganization' governing bady shall be available to
City within ten (10) working days of approval.
VI1. TERMINATION
The City may terminate this Agreement f'or cause if Organizatian violates any covenants,
agreements, or guarantees of this Agreement, the Organizatian's insolvency or filing of bankruptcy,
dissolution, or receivership, or the (7rganization' violation of any law or regulatian to which it is
bound under the tetms af this Agreement. The City may terminate this Agreement for other reasons
nat specifically enumerated in this paragraph.
VIII N:?�lm����C�I�Pi���Il�l'�i11mmY r�r�C��� �'(:�1�('l�G��ICIT�:� "'�"�!`�� C �V4"_�:
A, Organizatian shall comply with all applicable equal emplayment opportunity and
affirmative actian laws or regulations.
B. Organizatian will f�urnish all infarmatian and reparts requested by City, and will
permit access to its books, records, and accounts for purposes of investigatian to ascertain
compliance with lacal, State and Federal rules and regulations.
C, In the event of noncompliance by Organizatian with the nondiscrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred fram further contracts with City.
IX. W�t��l�.��f'f"N"ES
Organization represents and warrants that:
A. All information, reparts and data heretafare or hereafter requested by City and
furnished ta City, are camplete and accurate as af the date shown on the information, data, or reparl,
and, since that date, have nat 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 iinancial conditions af Organization on the date
shown on said report, and the results of the operatian far the period covered by the repart, and that
since said data, there has been na material change, adverse or otherwise, in the financial condition of
Organizatian.
Page 3 of 7
s:\Icgal\our documcnls\contracls117�scrv agr giving hopc, inc.doc
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 under
which Organization is doing business or with the pravisions 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 actian ta authorize such aeceptance under the terms and
conditions af this Agreement.
F. None of the assets of Organizatian are subject ta any lien or encumbrance af any
character, except f`or current taxes not delinquent, except as shawn 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. �'�����Nt��'�W���Im����^i��1'�C�1"+�� �'�'�a
A. Any alterations, additions, or deletions ta the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreement expressly
provide that another method shall be used.
B. It is understood and agreed by the parties hereta that changes in the State, Federal or
local laws or regulations pursuant hereta may accur during the term of this Agreement. Any such
modifications are to be autamatically incarporated into this Agreement without written amendment
hereto, and shall become a part af the Agreement on the effective date specified by tlie law or
regulation.
C. Organization shall natify City of any chan�es in persannel or governing board
composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Organization agrees to indemnify, hald harmless, and
defend the City, its offtcers, agents, and employees from and against any and all claims or suits for
injuries, damage, loss, or liability of whatever kind ar character, arising aut of or in connectian with the
performance by the Organization or thase services cantemplated by this Agreement, including all such
claims or causes of action based upon cammon, constitutianal or statutory law, or based, in whole or in
part, upon allegatians of negligent or intentional acts of Or�anization, its officers, ernployees, agents,
subcantractors, licensees and invitees.
Pa�e 4 of 7
s:\legal\our dosuments\contracts\17�serv age giving hope, inc.doc
XII. ��c��� r��. �:' c��_. ��a � r r�rw� w::
A. Organization covenants that neither it nor any member of its gavemin� body presently
has any interest, direct or indirect, which wauld conllict in any manner or degree with the
performance of services required to be performed under this Agreement. Organization further
covenants that in the performance of this Agreement, no persan having such interest shall be
employed or appointed as a member of its goveming body.
B. Organization further covenants that na member of its governing body ar its staff,
subcontractors or employees shall passess any interest in ar 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 wha
exercises any function ar responsibilities in the review or approval af 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, ar association in which he has direct
ar indirect interest.
XIII. NO"I'ICE
Any notice or other written instrument reyuired ar permitted to be delivered under the terms
of this Agreement shall be deemed ta have been delivered, whether actually received ar nat, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt requested,
or via hand-delivery or facsimile, addressed to Organization or City, as the case may be, at the
fallowing addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
#' � � • �
Giving Hope, Inc.
Margaret Dawson
Board President
P.O. Box 50946
Denton, TX 76206
Either party may change its mailing address by sending notice of change of address to the other at the
abave address by certified mail, return receipt requested.
XIV. ��I�C"�N�1 S..fi��i� (m��.��`�
A. Organization shall not transfer, pled�e or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder ta any party or parties, bank, trust company ar other
financial institution without the prior written approval of City.
s:\legal\our documents\contracts\ 17�crv agr giving hopa, inc dnc
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 act or failure of
City to insist in any one or more instances upon the terms and conditions of this Agreement consti-
tute 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 reinedies 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 court of competent jurisdiction
sitting in Denton County, Texas.
IN WITNESS WHEREOF, i8��� ����1i�:� c�� ��wr��+�� �ffix their signatures and enter into this
Agreement as of the 102�' day ��� ��,��������"�� 2017,
CITY OF DENTON, TEXAS
c .
� �1
� ...� .._. �_ . .._.mm . _
__ �.�.�.
TODD HILEMAN, CITY MANAGER
ATTEST:
JENNIFF,R WALTERS, CITY SF.CRETARY
����f�t;}"�ED A�w TO LEGAL FORM:
AARON ��.��::�r��, INTERIM CITY ATTORNEY
���� *��,A
�^�� ���� �
� �
�—���
BY °� � '� �"
__� °�:... � '��.��� �� ���.� . ,�.,.� �
Page 6 of 7
s:\legallour documents\conlracts\17lserv sgr giving hope, inc.doc
ATTEST:
BOARD SECRETARY
GIVING HOPE, INC,
�� �
_�.wm � ��� ...� � ���___......� �
l'�^G��,�r����;"I" DAWSON
BOARD PRESIDENT
Page 7 of 7