2006-084S:\Our Doeuments\Ordinances`.06\Opening Doors ord.doc
ORDINANCE NO. ~ OG~ -®~y-
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND OPENING DOORS IMMIGRATION SERVICES FOR
PROVISION OF ASSISTANCE TO VICTIMS OF DOMESTIC VIOLENCE; PROVIDING FOR
THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTNE DATE.
WHEREAS, the Opening Doors hnmigration Services, a Texas non-profit corporation, (the
"Organization") provides assistance to immigrant households in the City of Denton where one or
more residents have been the victim(s) of domestic violence (the "Program"); and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of the Program which agreement is substantially in the same form as the
agreement attached hereto and made a part hereof by reference (the "Agreement"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between
the City and the Organization attached hereto and made a part hereofby reference serve a municipal
and public purpose and the Agreement 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 Public Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 2 ~s day of , 2006.
~ ~~
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: 1 2.~.
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
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S:\Our DocumcnLS\Contracts\06\Opcning Doors AyReemeutdoc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
OPENING DOORS IMMIGRATION SERVICES
This Agreement is hereby entered into by and between the City ofDenton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and Opening Doors Immigration Services,
a Texas Non-Profit Corporation, hereinafter referred to as "Opening Doors Immigration Services":
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 as it will promote tourism and economic development within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Opening Doors Immigration Services shall in a satisfactory and proper manner perform the
folloH~ing tasks, for which the monies provided by City maybe used:
The funds being provided shall be used by Opening Doors Immigration Services to assist
immigrant households where one or more of the household members have been the victim(s) of
domestic violence. Use of funds may include operating costs of the program and training.
II. OBLIGATIONS OF OPENING DOORS IMMIGRATION SERVICES
In consideration of the receipt of funds from City, Opening Doors Immigration Services agrees
to the following terms and conditions:
A. Five Hundred Dollars and no/100 ($500.00) shall be paid to Opening Doors Immigration
Services by City to be utilized for the purposes set forth in Article I.
B. Opening Doors Immigration Services will maintain adequate records to establish that the
City funds are used for the purposes authorized by this Agreement.
C. Opening Doors Immigration Services will permit authorized officials ofCitytoreview its
books at any time.
D. Upon request, Opening Doors Immigration Services will provide to City its By Laws and
any of its rules and regulations that maybe relevant to this Agreement.
E. Opening Doors hmmigration Services will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
F. Opening Doors Immigration Services will appoint a representative who will be available
to meet with City officials when requested.
G. Opening Doors Immigration Services will submit to City copies of year-end audited
financial statements.
III. TIME OF PERFORMANCE
The services Funded by City shall be undertaken and completed by Organization within the
following time frame:
March 1, 2006 through September 30, 2006, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO OPENING DOORS IMMIGRATION SERVICES. City shall pay t0 Opening Doors
Immigration Services the sum specified in Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Opening Doors Immigration Services 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 determines:
1) has resulted in overpayment to Opening Doors Immigration Services; 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
Opening Doors Immigration Services agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Opening Doors
Immigration Services agrees to make available its financial records for review by City at City's
discretion. In addition, Opening Doors Immigration Services agrees to provide City the following
data and reports, or copies thereof:
A. All external or internal audits. Opening Doors Immigration Services 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.
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D. To comply with this section, Opening Doors Immigration Services 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 Opening Doors
Immigration Services shall contain sufficient documentation to provide in detail full support and
justification for each expenditure. Opening Doors Immigration Services 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.
E. Nothing in the above subsections shall be construed to relieve Opening Doors Immigration
Services of responsibility for retaining accurate and current records that clearly reflect the level and
benefit of services provided under this Agreement.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Opening Doors Immigration Services 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 ofthe subject matter ofthe 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. Opening Doors Immigration Services understands and agrees that
City's representatives shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Opening Doors Immigration Services' 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 Opening Doors Immigration Services
violates any covenants, agreements, or guarantees of this Agreement, the Opening Doors
Immigration Services 's insolvency or filing of bankruptcy, dissolution, or receivership, or the
Opening Doors Immigration Services' 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. Opening Doors Immigration Service's shall comply with all applicable equal employment
opportunity and affirmative action laws or regulations.
B. Opening Doors Immigration Services 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 non-compliance by Opening Doors Immigration Services with the
non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in
whole or in part, and Opening Doors Immigration Services may be barred from further contracts with
City.
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IX. WARRANTIES
Opening Doors Immigration Services 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 reflect the financial conditions of Opening Doors Immigration
Services 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 Opening Doors Immigration Services.
C. No litigation or legal proceedings are presently pending or threatened against Opening
Doors Immigration Services.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Opening Doors Immigration Services is doing business or with the provisions of any existing
indenture or agreement of Opening Doors Immigration Services.
E. Opening Doors Immigration Services 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 Opening Doors Immigration Services are subject to any lien or
encumbrance of any character, except for current taxes not delinquent, except as shown in the
financial statements furnished by Opening Doors Immigration Services 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 AMENDMENTS
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
modifications are to be automatically incorporated into this Agreement without written amendment
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation.
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C. Opening Doors Immigration Services shall notify City of any changes in personnel or
governing board composition. '
XI. INDEMNIFICATION
To the extent authorized by law, the Opening Doors Immigration Services 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 ofwhatever kind or chazacter, arising out of or in
connection with the performance by the Opening Doors Immigration Services 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 Opening Doors Immigration Services, its officers, employees, agents, subcontractors, licensees
and invitees.
XII. CONFLICT OF INTEREST
A. Opening Doors Immigration Services 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. Opening
Doors Immigration Services 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. Opening Doors Immigration Services 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.
XIII. '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, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt requested,
or via hand-delivery or facsimile, addressed to Opening Doors Immigration Services or City, as the
case maybe, at the following addresses:
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CITY
SERVICES
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
OPENING DOORS IMMIGRATION
''jj t
Ann~Jtarnes, Executive Director
Opening Doors Immigration Services
2200 N. Bell Avenue
Denton, TX 76209
Fax No. 940.891.0466
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.
XIV. MISCELLANEOUS
A. Opening Doors Immigration Services 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 ofthis 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 Opening Doors Immigration Services 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 Opening Doors Immigration
Services. 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 ofthis 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 ofthis Agreement, or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment ofthis 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.
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IN WITNESS WHEI~OF, the~pQarti~es~do hereby affix their signatures and enter into this
Agreement as of the 2 ~•' day of ~ l/ , 2006.
PASSED AND APPROVED this the ~~`5~day of ~i Q/t(.'~'L , 2006.
~, ~~
EULINE BROOK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: /~ Q
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, QjTY ATTORNEY
BY:
OPENING DOORS IMMIGRATION
SERVICES
BY:I~ ttitc/
ANNr~STARNES
EXECUTNE DIRECTOR
ATTEST:
BY:
BOARD SECRETARY
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