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21-370ORDINANCE NO. 21-370 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND GIVING HOPE, INC.; AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED DOLLARS ($400); AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the purpose of Giving Hope, Inc. is to serve individuals and families experiencing or at-risk of experiencing homelessness in Denton County; and WHEREAS, Council Member Armintor contributed a total of $400 from available contingency funds for the organization; and WHEREAS, the City of Denton supports non-profit organizations that strive to make the City a better place by providing help for the at-risk in the community; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and Giving Hope, Inc., 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 Agreement, including the expenditure of funds in an amount not to exceed $400 in accordance with the terms of the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by 3es5e ChO\S and seconded by Deb Al MIf\\Of ' . approved by the following vote U Aye Nay Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson. District 1 : Connie Baker. District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: \/- / \/- \/ \// \// \/ PASSED AND APPROVED this the I & d,y ,f mar cl _, 2021. , MAYOR ATTEST: ROSA RIOS, CITY SECRETARY ,\1111111 A APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY /dzu;//Jb-m&==*” v 7 b & dF HTUlbCztbenneCllhDn&ayDfdenton corn ajlbBc:cS:ItU:mPg;II::nT:MM Date- 202 aGm SERVICE AGREEMENT BETWEEN T tHE CITY OF DENTON AND GIVING HOPE, INC. This Agreemart is hereby entered into by and between the City of Denton, a Texas home rule municipal corporation, hereinafter referred to as “City”, and Giving Hope, Inc., a Texas non-profit corporation, hereinafter referred to as “HOPE”. WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public Interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES HOPE 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 will be for the purpose of paying expenses for medical insurance subsidies for HOPE members. H. OBLIGATIONS OF HOPE In consideration of the receipt of funds from City, HOPE agrees to the following terms and conditions: A. Four Hundred Dollars and no/100 ($400.00) shall be paid to HOPE by City to be utilized for the purposes set forth in Article 1. B. HOPE will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. HOPE will permit authorized ofBcials of City to review its books at any time. D. Upon request, HOPE will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. HOPE will not enter into any oontracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. HOPE will appoint a representative who will be available to meet with City officials when requested. Page 1 of 7 F. HOPE will appoint a npnsentative who will be available to meet with City o£Ecials when requested. III. TMB OF PERFORMANCE The services funded by City shall be undertaken and completed by HOPE within the following time &ame: The term ofthis Agreement shall commence on the effective date and terminate September 30, 2020, unless the contract is sooner terminated under Section VII “Suspension or Terurination”. The “eRective date” of this Agreement shall be the date the last signature is afExed to this Agreement. IV. PAYMENTS A. PAYWbms TO HOPE. City shall pay to HOPE the sum specified in Article II after the eaective date of this Agreement. B. ExcEss PAyMEXr. HOPE shall refund to City within ten (10) working days of City’s request, any sum of money which has been paid by City and which City at any time thereafter deternines: 1) 2) 3) has resulted in overpayment to HOPE; or has not been spent strictly in accordance with the terms of this Agreement; or is not supported by adequate documentation to fully justi Br the expenditure. V. EVALUATION HOPE agrees to participate in an implementation and maintenance system whereby the services can be oontinuously monitored. HOPE agrees to make available its bank statements for review by City at City’s discretion. In addition, upon request, HOPE agrees to provide City the following data and reports, or copies thereof: A An external or internal audits. HOPE 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. To comply with this section, HOPE agrees to maintain records that will provide accurate, current, separate, and complete disclosure ofthe status of funds received and the services performed Page 2 of 7 under this Agreement. HOPE’s record system shall contain su£ncient documentation to provide in detail full support and justi6cation for each expenditure. HOPE agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. Nothing in the above subsections shall be construed to relieve HOPE of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of HOPE’s govening body shall be available to City within ten (10) working days of approval. VII. TERR4nNATiON The City may terminate this Agreement for cause if HOPE violates any covenants, agreements, or guarantees of this Agreement, the HOPE’s insolvency or filing of bankruptcy, dissolution, or receivership, or the HOPE’s violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. HOPE shall oomply with an applicable equal employment opportunity and a£Brmative action laws or regulations. B. HOPE will furnish all information 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 and regulations. C. In the event of HOPE’s non-comphanoe with the non-discdmination raFrirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and HOPE may be barred &om further contracts with City. IX. WInE HOPE 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 ofthe date shown on the information, data, or report, and, since that date, have not undergone any signi6cant change without written notRe to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are oomplete, accurate and fairly reflect the 6nancial conditions of HOPE on the date shown on said Page 3 of 7 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 6nancial condition of HOPE. C No litigation or legai proceedings are presently pending or threatened against HOPE. D. None of the provisions herein contravenes or is in conflict with the authority under which HOPE is doing business or with the provisions of any existing indenture or agreement of HOPE E. HOPE 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 ofthis Agreement. F. None of the assets of HOPE are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by HOPE 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 ANDAMENDbmIfrs 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 Agreement 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 modi6cations are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date speci6ed by the law or regulation. C.HOPE shall notify City of any changes in personnel or governing board composition. M. nqDEba{HicATION TO THE EXTENTAUTHORUED BY LAW, THE HOPE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE crm, ns OFFICERS, AGEFWS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CIIATMS OR SUITS FOR INJURIES9 DAMAGE, LOSS, ORLIABILrrY OF WHATEVER KIND ORCHARACTER, ARISING our OF OR Pq CONNECTION WITH THE PERFORMANCE BY THE HOPE OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF AcrioN BASED UPON COMMON, CONSTmmONALORSTATUTORY LAW, OR BASED, IN WHOLE OR UV PART, UPON AILEGATIONS OF NEGLIGENT OR DWENriONAL ACTS OF HOPE, rts OFFICERS, EMPLOYEES, AGENTS, Page 4 of 7 SUBCONTRACTORS, LICENSEES AND DwrrEES. )aI. CONFLICT OF INTEREST A. HOPE 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, HOPE further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. HOPE 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 himsel#hersel£ or others; particularly those with which he/she has family, business, or other ties. C. No omcer, member, or employee of City and no member of its governing body who exercises any function or nsponsibihtiw in the review or approval ofthe 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 HOPE in which he has direct or indirect interest. )all. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whethm actually received or not, when deposited in the United States mail, postage prepaid, registered or ceni6ed, return receipt requested, or via hand-delivery or facsimile, addressed to HOPE or City, as the case may be, at the following addresses: CITY City of Denton, Texas AHn: City Manager 215 E. McKinney Denton, TX 76201 HOPE Tyheshia Scott Executive Director 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 above address by certified mail, return receipt requested. MV. ]vaSCELLANEOUS A. HOPE 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 £nancial institution without the prior written approval of City. Page 5 of 7 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 orignal intent of both parties hereto. C. In no event shall any payment to HOPE 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 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 HOPE. 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 speci6cdly 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 cornrnhnent occurring during the term of this Agreement or subsequent thereto, have any legal force or efFect whatsoever, unless properly executed in writing+ mrd if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the iaws 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 \WREOF, the parties do hereby aRix their signatures and enter into this Ag„„.,nt a,of the IF day ,f {’V\6,f CL , 2021, - ATtEST: ROSA RIOS, CIW SECRETARY 740l2 Zz APPROVED AS TO LEGAL FORM: AARON LEAL, crrY ATTORNEY a„~%'%=};I.Date: 2021 .03.1021 ,5SD8 <)6'(Xy Page 6 of 7 & A SCOTT DIRECTOR1 Tins AGREEMENr HAS BEEN BOTH REVIEWED AND APPROVED as to £nancial and operational obligations and business terms. MI Page 7 of 7