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2007-036 . ~ S:\Our Documents\Ordinances\07\Opening Doors Ord 2007.doc ORDINANCE NO. 2{)()7 -0.30 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 EFFECTIVE DATE. WHEREAS, the Opening Doors Immigration 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 ofthe Program which agreement is substantially in the same form as the agreement attached hereto and made a part hercofby 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 hereof by 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 I. 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 be.come effective immediately upon its passage and approval. .-Hz PASSED AND APPROVED this the 20- day of ~hYLlary Ol.m ,2007. . McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ~vf;tI(jkddm/(Jut APPROVED AS TO LEGAL FORM: EDWIN M. S R, CITY ATTORNEY BY: Page 2 S:\Our Documents\Contracts\07\Opening Doors Agreement 2007.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND OPENING DOORS IMMIGRATION SERVICES 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 Opening Doors Immigration Services, a Texas Non-Profit Corporation, hereinafterreferred 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; 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 following tasks, for which the monies provided by City may be 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 ofthe receipt of funds from City, Opening Doors Immigration Services agrees to the following terms and conditions: A. Five Hundred Dollars and noli 00 ($500.00) shall be paid to Opening Doors Immigration Services by City to be utilized for the purposes'set forth in Article L 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 of City to review 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 may be relevant to this Agreement. E. Opening Doors Immigration 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: The term of this Agreement shall commence on the effective date and terminate September 30, 2007, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS TO OPENING DOORS IMMIGRA TION SERVICES. City shall pay to 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: I) 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 fully justify 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. Page 2 01'7 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 Opcning 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 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. Opening Doors Immigration Services undcrstands 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 Scrvices' 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 Agreemcnt for other reasons not specifically enumerated in this paragraph. VIII. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Opening Doors Immigration Serviccs 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. Page 3 of7 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 ofthe 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 hy 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, ad verse or otherwise, in the financial condition of Opening Doors Immigration Services. C. No litigation or legal proceedings are presently pending or thrcatened 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 authorizc such acceptance under the terms and conditions ofthis 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 tern1 ofthis 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. Page 4 of7 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 of whatever kind or character, 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 0 f 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 himselfi'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 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 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 may be, at the following addresses: Page 5 of7 CITY OPENING DOORS IMMIGRATION SERVICES City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 Fax No. 940.349.8591 AnnCStarnes, 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 of this Agreement is held to be invalid, illcgal, 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 anyone 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 Opcning 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 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 Agrcement, or subsequent thereto, have any legal force or effect whatsoever, unless properly exccuted 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. Page 6 of7 IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the 2()fltdayof khrat24"'v , 2007, I ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GiJ?tftiAt1Jt!dJ!/ /hi: f I APPROVED AS TO LEGAL FORM: EDWIN M, SNYDER, CITY ATTORNEY & BY: ATTEST: BY: BOARD SECRETARY Page 7 of7 OPENING DOORS IMMIGRATION SERVICES BY: a/~u (;~- ANl'IST ARNES EXECUTIVE DIRECTOR