2012-002s:Uegal\our documentslordinances111�2,011-12 ordinance childrens advc center.doc
ORDINANCE NO. ZOIZ-��2
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE CHILDREN'S ADVOCACY CENTER FOR
DENTON COUNTY,INCORPOR.ATED PROVIDING AID TO THE CITY OF DENTON POLICE
DEPARTMENT 1N THE 1NVESTIGATION OF CHILD ABUSE CASES; PROVIDING CLIENT
AND CLINICAL SERVICES TO VICTIMS OF CHILD ABUSE AND NON-OFFENDIN�
FAMILY MEMBERS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Children's Advocacy Center for Denton County, Incorporated, a Texas non-
profit corporation, (the "Organization") aids the City of Denton Police Department of investigation
of child abuse cases and provides client and clinical services to victims of child abuse and non-
offending families members from the city of Denton, Texas (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 "Public Service Agreement");
and
WHEREAS, the Program is a part of the City's community development program as
authorized by Chapter 373 of the Local Government Code and it helps to eliminate conditions
detrimental to the public health and safety by providing opportunities and services to low to
moderate persons in Denton that would otherwise not be available; and
WHEREAS, the Program and the Public Service Agreement are necessary to preserve and
protect the public health and safety of the City's residents by helping to insure that assistance is
provided to aid in the investigation of child abuse cases and that victims of child abuse and non-
offending families members have adequate client and clinical services; and
WHEREAS, City Council finds that if the Program and the Public Service Agreement are not
available, families would be at risk of further abuse and trauma, thereby creating a substantial health
and safety risk for citizens of Denton; and
WHEREAS, the Program is supervised and administered by professional personnel which
maintain licenses as counselors or social workers; and
WHEREAS, City Council finds that the Public Service Agreement and the expenditures
provided for in the Agreement are exempt from competitive bidding as a procurement necessary to
preserve or protect the public health or safety of the City's residents under Section 252.022(a)(2) �f
the Local Government Code and as a procurement for professional services under Section
252.022(a)(4) of the Local Government Code; and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
Public Service Agreement serve important municipal and public purposes and are 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 Public
Service 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 ����rc day of ( , 201x�'
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY.
APP VED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
BY: �
l'
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2011-8012 SERVICE AGREEIVI�NT BETWE�N THE
CIT'Y OF DENTON, TEXAS AND
CHILDREN'S ADVOCACY CENTER FOR DENTON COUNTY, INCORPORATED
This Agreement is hereby entered into by and between the C1TY of Dentou, Texas, a Texas inunicipal
corporation, acting by and tluough its City Manager, hereinafter refeired to as "CITY", and Children's Advocacy
Center for Denton County, Incorporated, 1960 Archer Avenue, Lewisville, TX 75077, hereinafter referred to
as "ORGANiZATION";
WHEREAS, the Denton Police Department has reviewed the proposal for services and has detennined that
ORGANIZATION perfornis a�i iinpoi-tant service for the residents of Denton without regard to race, religion,
color, age or national origin, and recommends the purcl�ase of seivices; and
WHEREAS, CITY has deternlined that the proposal for services merits assistance and can provide needed
services to citizens of CITY aud has provided funds vi its budget for the putpose of paying for contractual
seivices; and
WHEREAS, CITY has designated the Denton Police Department with assistance fi•oin the Coimnunity
Developinent Division as the departmeut responsible for the administration of this Agreeinent and all inatters
pertaining thereto; and
NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the muriial oUligations
and to the perfor►nance and accomplishment of the conditions hereinafter described.
1. 'I'ERM
This Agreement shall comnience on or as of October 1, 2011, and shall tei7nuiate on September 30, 2012, unless
sooner tei7ninated in accordance with Section 25 "Terinination".
2. RESPONSIBILITIES
ORGANIZATION hereby accepts the responsibility for the perfonnance of all services and activities described in
the Scope of Services attached hereto as Exhibit A, and incor��orated l�erein by reference, in a satisfactory and
efiicient manner as detennined by C[TY, in accordance with the tenns herein. CITY will consider
ORGANIZATION's executive officer to be ORGANIZATION's representative responsible for the inaiiagement
of all contractual matters pertaining hereto, unless written notification to the contrary is received from
ORGANIZATION, and approved by CITY.
The CITY's Chief of Police or designee will be CITY's representative responsible far the administration of this
Agreemeiit.
The ORGANIZATION certified that the beneiiciaries of the activities to be provided MUST reside in the City of
Denton. Eligibility docuinentation nlust be uicluded in each client's iile.
3. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from CITY, ORGANI7ATION agrees to the following tenns and
conditions:
A. One Hundred and Twenty-One Thousand Six Hundred and Forty Eight Dollars ($121,648.00) may be
paid to ORGANIZATION Uy CITY, and the only expenditures reimbursed from these funds, shall be those in
accordance with the project budget, attached hereto as Exhibit B and incoiporated herein by reference, for
those expenses listed in the scope of services as provided herein. ORGANIZATION shall not utilize these
funds for any other purpose.
B. It will establish, operate, and inaintain an aecotmt s,ysteui for this program that will allow for a tracing of
funds and a review of the financial status of the prograni.
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C. It will pei7nit authorized officials of CITY to review its books at auy time.
D. It will reduce to �uriting all of its iules, regulations, and policies and file a copy with CITY's Police
Deparhnent along with any amendments, additions, or revisions whenever adopted.
E. It will not enter into aiiy contracts that would encuinber CITY fiinds for a period that would extend beyond
the tei7n of this Agreeinent.
F. It will promptly pay all bills when submitted unless there is a discrepancy iii a bill; any errors or discrepancies
in bills shall be protnptly reported to the Denton Police Departine��t or their appointed representative in
Cominunity Development. .
G. It will appoint a representative who will be available to ineet with CITY officials when requested.
H. It will indemnify and hold IiaiYnless CITY from any and all clauns and suits arising out of the activities of
ORGANIZATION, its einployees, and/or contractors.
It will submit to CITY copies of year-end audited financial statements.
4. COMPI.IANCE W1TH FEDERAL, STr�TE AND LOCAL LAWS
A. ORGANIZATION shall comply with all applicable federal laws, laws of the State of Texas and ordinances of
the City of Denton.
5. REPRESENTATIONS
A. ORGANIZATION assures and guarantees that it possesses the legal authority, pursuant to any proper,
appropriate and official inotion, resolution or action passed or taken, to enter into ihis Agreement.
B. The person or persons signing and executing this Agreement on behalf of ORGANIZATION, do hereby
wai-�•ant and guarantee that he, she, or they have been fully authorized by ORGANIZATION to execute this
Agreeinent o�i behalf of ORGANIZATION and to validly and legally bind ORGANIZATION to all teniis,
perfonnances and provisions herein set forth.
C. CITY shall have the right, at its option, to either temporarily suspend or pennanently tenninate this
A�•eement if there is a dispute as to the legal authority of either ORGANIZATION or the person signing the
Agreement to enter into this Agreement. ORGANIZATION is liable to CITY for any money it has received
from CITY for performance of the provisions of this Agreement if CITY has suspended or tei7ninated this
Agreement far the reasons enumerated in this Section.
D. ORGANIZATION agrees that the funds and resources provided OKGANIZATION under the tenns of this
Agreement will in no way be substituted for funds and resources fi-oin other sources, nor in any way serve to
reduce the resources, services, or otlier benefits which would have been available to, or provided through,
ORGANIZATION had this Agreement not been executed.
6. PERFORMANCE BY ORGANIZATI�N
ORGANIZATION will provide, oversee, administer, and cairy out all of the activities and seivices set out in the
SCOPE OF SERVICES, attached heeeto and incorporated herein for all pui�poses as Exhibit A, utilizing the funds
described in Exhibit B, attached hereto and incorporated herein for all purposes and deemed by both parties to be
necessary and sufficient payment for full and satisfactory perfor�nance of the program, as detennined solely by
CITY and in accordance with all other tenns, provisions and requireinents of this Agreeinent.
No inodifications or alterations may be made in the Scope of Services without the prior written approval of the
City's Chief of Police.
7. PAYMENTS
A. Payments to ORGANIZATION. CITY shall pay to ORGANIZAT'ION a maximuin amount of money not to
exceed One Hundred and Twenty-One Thousand Six Hundred and Forty Eight I)ollars ($121,648.00)
for services rendered under this Agreement. CITY will pay these funds on a reiinbursement basis to
ORGANIZATION withui 15 days after C1TY has received supporting docuinentation. ORGANIZATION's
failure to request reimbursement on a timely basis may jeopardize present or future funding.
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B. Excess Payment. ORGANIZATION shall refund to CITY within ten woi•king days of CITY's request, any
sum of money which has been paid by CITY and which CITY at any time thereafter detennines:
l. has resulted in overpayment to ORGANIZATION; or
2. has not been spent strictly in accordance with the tei7ns of this Agreement; or
3. is not supported by adequate docuinentation to fully justify the expenditure.
C. ORGANIZATION's reimbursement request for any one month period will not exceed one-tenth (U10) of any
budgeted line items for costs as speci�ed in Exhibit B.
D. Deobligation of Funds/Reversion of Assets. In the event that actual expenditures deviate froin
ORGANIZATION's provision of a corresponding level of perfoi7nance, as speciiied in Exhibit A, CITY
hereby reseives the right to reappropriate or recapture aiiy such under expended funds. If CITY imds that
ORGANIZATION is unwilling ancUor unable to coinply with any of the tenns of this Contract, CITY may
require a refund of any and a11 uloney expended pursuant to this Contract by ORGANIZATION, as well as
any remaining unex�ended funds which shall be refunded to CITY within ten working days of a written
notice to ORGANIZATION to revert these fivancial assets. The reversion of these financial assets shall be in
addition to any other remedy available to CITY either at law or in equity for breach of this Contract.
E. Conti•act Close Out. ORGANIZATION shall submit tlie contract close out package to CITY, together with a
fmal expenditure report, for the time period covered by the last invoice requesting reimburseinent of funds
under this Agreement, within 15 working days following the close of tl�e contract period. ORGANIZATION
shall utilize the forin agreed upon by CITY and ORGANIZATION.
8. WARRANTIES
ORGANIZATION represents and wai7ants that:
A. All infoi7nation, reports and data heretofore or hereafter requested Uy CITY and furnished to CITY, are
coinplete 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 C1TY and furnished to CITY, are complete,
accurate and fairly reflect the financial condition of ORGANIZATION on the date shown on said report, and
the results of the operation far the period covered by the report, and that since said date, 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 contravene or are in conflict with the authority under which ORGANIZATION
is doing business or with the provisions of any existing indenture or agreeinent of ORGANIZATION.
E. ORGANIZATION has the power to enter into this Agreement and accept payinents hereunder, and has taken
all necessary action to authorize such acceptance under the tenns and conditions of this Agreenlent.
F. None of the assets of ORGANIZATION is subject to any lien or encumbrance of any character, except for
current taxes not delinquent, except as shown in the financial statements furnished by ORGANIZATION to
CITY.
G. Each of these representatiovs and wairanties shall be continuing and sl�all be deemed to have been repeated
by the submission of each request for payinent.
9. COVENAN�'S
A. During the period of time that payment may be made hereunder and so long as any pa}nnents remain
unliquidated, ORGANIZATION shall not, without the prior written consent of the Cominunity Development
Adminishator or her authorized representative:
1. Mortgage, pledge, or otherwise encumber or suffer to be encuinbered, any of the assets of
ORGANIZATION now owned or hereafter acquired by it, or pennit any pre-existing inortgages, liens, or
other encumbrances to remain on, or attached to, auy assets of ORGANIZATION which are allocated to
the perfoi7nance of this Agreemei�t and with respect to which CITY has ownership hereunder.
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2. Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due
or to becoine due.
3. Sell, convey, or lease all or substantial part of its assets.
4. Make any advance or loan to, or incur any liability for any other fiiYn, person, entity or corporation as
guarantor, surety, or accommodation endorser.
5. Sell, donate, loan or transfer any equipment or itein of personal property purchased with funds paid to
ORGANIZATION by CITY, uiiless CITY authorizes such h•ansfer.
10. ALLOWABLE COSTS
A. Costs shall be considered allowable only if incuired directly and specifically ui the perfonnance of and in
conlpliance with this Agreement and in confonnance with the standards and provisions of Exhibits A and B.
B. Approval of ORGANIZATION's budget, Exhibit B, does not constitute prior written approval, even though
certain items may appear herein. CITY's prior written autharization is required in order for the following to
be considered allowable costs:
1. Encuinbrances or expenditures during any one inonth period which exceeds one-tenth 1/10 of the total
budget as specified in Exhibit B.
2. CITY shall not be obligated to any third parties, including any subcontractors of ORGANIZATION, and
CITY funds shall not be used to pay for any contract service extending Ueyond the expiration of this
Agreement.
3. Out of town travel.
4. Any alterations or relocation of the facilities on and in which the activities speciiied in Exhibit A are
conducted.
5. Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B.
6. Costs or fees for temporary employees or services.
7. Any fees or payments for consultant services.
8. Fees for attending out of town nleetings, seminars or conferences.
Written requests for prior approval are ORGANIZATION's responsibility and shall be made within sufficient
tiine to pei7nit a thorougli review by CITY. ORGANIZATION must obtain written approval by CITY prior to
the comnienceinent of procedures to solicit or purchase services, equipinent, or real or personal property. Any
procurement or purchase which inay be approved under the tenns of this Agreement inust be conducted in its
entirety in accordance with the provisions of this Agreement.
C. Expenditures will not be reimbursed to ORGANIZATION for the purchase of real property or equipment.
These are not allowable costs under this agreement.
11. MAINTENANCE OF RECORDS
A. ORGANIZATION agrees to mauitain records that will provide accurate, current, separate, and complete
disclosure of the status of the funds received under this Agreement, in compliance with the provisions of
Exhibit B, attached hereto, and with any otlier applicable Federal and State regulations establishing standards
for financial management. ORGANIZATION's record systein shall contain sufficient documentation to
provide in detail full support and,justification for each expenditure. Nothing in this Section shall be construed
to relieve ORGANIZATION of fiscal accountability and liability under any other provision of this Agreement
or any applicable law. ORGANIZATION shall include the substance of this provision in all subcontracts.
B. ORGANIZATION agrees to retain all books, records, docuinents, reports, and written accounting procedures
pertaining to the operation of programs and expenditures of funds under this Agreement for five years.
C. Nothing in the above subsections shall be construed to relieve ORGANIZATION of responsibility for
retaining accurate and current records, which clearly reflect the level and beneiit of services, provided under
this Agreement.
D. At any reasonable time and as often as CITY inay deem necessaiy, the ORGANIZATION shall make
available to CITY, or any of their authorized representatives, all of its records and shall permit CITY, or any
of their authorized representatives to audit, exainine, make excet�pts and copies of such records, and to
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conduct audits of all contracts, invoices, materials, payrolls, records of persomiel, conditions or employinent
and all other data requested by said representatives.
12. REPORTS AND INFORMATION
At such times and in such foi7n as CITY may require, organization shall furnish such statements, records, data and
infoi7nation as CITY inay request and deem pertinent to inatters covered by this Agreeinent.
ORGANIZATION shall submit quarterly Ueneficiary and financial reports to CITY no less than once each three
months. The beneficiary report shall detail client infonnation, including race, incoine, female head of household
and other statistics� required by CITY. The financial repo��t shall include infonnation and data relative to all
prograimnatic and financial reporting as of the beginning date speciiied in Section 1 of this Agreement.
Unless the CITY has granted a written exemption, ORGANIZATION shall submit an audit conducted by
independent examiners with ten days after receipt of such.
13. MONITOR[NG & EVALUATION
ORGANIZATION agrees to participate in an uilplementation and maintenance systeni whereby the services can
be continuously monitored. ORGANIZATION agrees that CITY may carry out �nonitoring and evaluation
activities to ensure adherence by ORGANIZATION to the Scope of Services, and Program Goals and Objectives,
which are attached hereto as Exhibit A, as well as other provisions of this Agreement. ORGANZIATION agrees
to cooperate fully with CITY and provide data detennined Uy CITY to be necessary for CITY to effectively fulfill
its monitoring and evaluation responsibilities. ORGANIZATION agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of its staff to coordinate the inonitoring process as
requested by CITY staf£ 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 or internal audits. ORGANIZATION shall subinit a copy of the am�ual independent audit to
CITY within ten days of receipt.
B. All extei7ial or intenial evaluation reports.
C. Quarterly perfonnance/beneficiary reparts to be submitted in January, April, July and September, to include
such infonnation as requested by the CITY including but uot limited to: number of persons or households
assisted, race, gender, disabiliry status and household income. Beneficiary reports shall be due to CITY within
15 workuig days after the completion of each quarter.
D. ORGANIZATION agrees to submit no less than once each tluee months financial statements. Each statement
shall include cui7ent and year-to-date period accounting of all revenues, expenditures, outstand'uig obligations
and beginning and ending balances. Finaucial reports shall be due to CITY within 15 working days after the
completion of each quarter.
E. An explanation of any major changes in prograiii services.
F. To coinply with this section, ORGANIZATION agrees to maintain records that will provide accurate, current,
separate, and coinplete disclosure of the status of funds received and the services performed under this
Agreeinent. ORGANIZATION's record systein shall contain sufiicient documentation 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 of
funds under this Agreeinent for the period of tiine and under the conditions speciiied by the CITY.
G. Nothing in the above subsections shall be construed to relieve ORGANIZATION of responsibility for
retaining accurate and current records, which clearly reflect the level and benefit of services, provided under
this Agreement.
14. DIRECTORS' MEETINGS
During the tenn of this Agreement, ORGANIZATION shall deliver to CITY copies of all notices of ineetings of
its Board of Directors, setting forth the tune and place thereo£ Such notice shall be delivered to CITY in a tiinely
inanner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed.
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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 ORGANILATION's governing body shall be available to CITY within ten days after
Board approval.
i5. INSURANCE
A. ORGANIZATION shall oUserve sound business practices witll respect to providing such bonding and
insurance as would provide adequate coverage for services offered under this Agreement.
B. The premises on and in which the activities described in Exhibit A are conducted, and the employees
conducting these activities, shall be covered by premise liability insurance, commonly referred to as
"Owner/Tenant" coverage with CITY named as an additional insm�ed. Upon request of ORGANIZATION,
CITY may, at its sole discretion, approve alternate insurance coverage airangeinents.
C. ORGANIZATION will comply with applicable workers' compensation statues and will obtain employers'
liability coverage where availaUle and othei• appropriate liability coverage for program participants, if
applicable.
D. ORGANIZATION will maintaui adequate and continuous liability insurance on all vehicles owned, leased or
operated by ORGANI'LATION. All employees of ORGANIZATION who are required to drive a vehicle in
the nonnal scope and course of their employment must possess a valid Texas driver's license and autoinobile
liability insurance. Evidence of the einployee's current possession of a valid license and insurance inust be
inaintained on a cuiYent basis in ORGANIZATION's files.
E. Actual losses not covered by iusurance as required by this Section are not allowable costs under this
Agreement, and remain the sole responsibi]ity of ORGANIZATION.
F. The policy or policies of insurance shall contain a clause which requires that City and ORGANIZATION be
notified in writing of any cancellation of change in the policy at least 30 days prior to such change or
cancellation.
16. CIVIL RIGHTS / EQUAL OPPORTUNITY ANll COl!'IPLIANCE WITH LAWS
A. ORGANIZATION shall coinply with all applicable equal employment opportunity and affirmative action
laws or regulations. The ORGANIZATION shall not discriminate against any employee or applicant for
employment because of race, color, creed, religion, national origin, gender, age or disability. The
ORGANIZATION will take affinnative action to insure that all emplo}nnent practices are free froin such
discrinlination. Such employinent practices include but are not limited to the following: hiring, upgrading,
demotion, h•ansfer, recruirinent or reciuitment advertising, layoff, tennination, rates of pay ar other fonns of
compensation and selection for t�•aining, including apprenticeship.
B. ORGANIZATION shall comply with all applicable equal employment opportunity and affinnative action
laws or regulations. The ORGANIZATION agrees to comply with Title VI of the Civil Rights Act of 1964 as
ainended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 of
the Housing and Community Development Act of 1974 as ainended, Section 504 of the Rehabilitation Act of
1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order
ll 063 and Executive Order 11246 as ainended by Executive Orders 11375 and 12086.
C. ORGANIZATION will furnish all infoi7nation and reports requested by the CITY, and will pennit access to
its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and
Federal rules and regulations.
D. In the event of ORGANIZATION's non-compliance with the non-discrunination requirements, CITY may
caricel or tenninate the Agreement in whole or in pai•t, and ORGANIZATION may be barred froin further
contracts with CITY.
17. PERSONNEL POLICIES
Personnel policies shall be established by ORGANIZATION and shall be available for examination. Such
persoimel policies shall:
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A. Be no more liberal than CiTY's personnel policies, procedures, and practices, including policies with respect
to einployment, salary and wage rates, working hours and holidays, fi•inge benefits, vacation and sick leave
privileges, and travel; and
B. Be in writing and shall be approved by the governing body of ORGANIZATION and by CITY.
18. CONFLICT OF INTEREST
A. ORGANIZATION covenants that neither it uor auy member of' its governing body presently has any interest,
direct or indirect, which would conflict in any manner or degree with the perfonnance of services required to
be perfoiYned under this Agreement. ORGANIZATION further covenants that in the perfonnance 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 puipose that is ar 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 einployee of CITY and no inember of its governing body wl�o exercises any function
or responsibilities ui the review or approval of the undertaking oc carrying out of this Agreement shall
participate in any decision relating to the Agreement which affects his or her personal interest or the interest
in any corporation, partnership, or association in whicll he or she has a direct or indirect interest.
19. NEPOTISM
ORGANIZATION shall not employ in any paid capacity any person who is a member of the immediate family of
any person who is currently employed by ORGANIZATION, or is a inember of ORGANIZATION's governing
board. The tenn "member of immediate fainily" includes: wife, husband, son, daughter, mother, father, brother,
sister, in-laws, aunt, uncle, nephew, riiece, stepparent, stepchild, half-brother and half-sister.
20. PUBLICITY
A. Where such action is appropriate, ORGANIZATION shall publicize the activities conducted by
ORGANIZATION uuder this Agreement. In any news release, sign, brochure, or other advertising inedium,
dissetninating infot7nation prepared or distributed by or for ORGANIZATION, the advertising medium shall
state that City of Denton funding has made the services possible.
2L CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the tenns of this Agreeinent shall be by written amendment
executed by both parties, except when the tet7ns of this Agreement expressly pzovide that another inethod
shall be used.
B. ORGANIZATION may not inake changes to the budget set forth in Exhibit B without prior written approval
of the Police Chief. ORGANIZATION shall request, in writing, the budget revision in a fot7n prescribed by
CITY, and such request for revision shall not increase flie total monetary obligation of CITY under this
Agreement. I�i addition, Uudget revisions cannot significantly change the nature, intent, or scope of the
program funded under this Agreement.
C. ORGANIZATION will subinit revised budget and program information, whenever the level of funding for
ORGANIZATION or the program(s) described herein is altered according to the total levels contained in any
portion of Exhibit B.
D. It is undeistood and agreed by the patties hereto that changes in the State, Federal or local laws or regulations
pursuant hereto may occur during the ternl of this Agreement. Any sudi 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.
E. CITY may, fi•om time to time during the tei7n of the Agreement, request changes in Exhibit A which may
include an increase or decrease in the amount of ORGANIZATION's compensatioii. Such changes shall be
incoiporated in a writteii amendment hereto, as provided in Subsection A of this Section.
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F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require
the prior written approval of CITY.
G. ORGANIZATION agrees to notify CITY of any proposed change in physical location for work perfonned
under this Agreetnent at least 30 calendar days in advance of the change.
H. ORGANIZATION shall notify CITY of any changes in persomlel or governing board coinposition.
I. It is expressly understood that neither the perfonnance of Exhibit A for any program contracted hereunder nor
the transfer of fiinds between or ainong said programs will be �ermitted.
22. SUSPENSION OF FUNDING
Upon detennination by CITY of ORGANIZATION's failure to timely and properly perfonn each of the
requirements, time conditions and duties provided herein, CITY, without liiniting any rights it may otherwise
have, inay, at its discretion, and upon ten working days written notice to ORGANIZATION, withhold further
pa}nnents to ORGANIZATION. Such notice may be given l�y inail to the Executive Ofiicer and the Board of
Directors of ORGANIZATION. The notice shall set forth the default or failure alleged, and the action required for
cure.
The period of such suspension sl�all be of such duration as is appropriate to accomplish corrective action, but in no
event shall it exceed 30 calendar days. At the end of the suspension period, if CITY detei7nines the default or
deficiency has been satisfied, ORGANIZATION may be restored to fizll compliance status and paid all eligible
funds withheld or impounded during the suspension period. If however, CITY detennines that ORGANIZATION
has not conle into compliance, the provisions of Section 25 may Ue effectuated.
23. TERMINATION
A. CITY may tenninate this Agreement for cause under any of the following reasons or for other reasons not
specifically enumerated in this paragraph:
1. ORGANIZATION's failure to attain compliance during atiy prescribed period of suspension as provided
in Section 24.
2. ORGANIZ�ITION's failure to materially coinply with auy of the tei7ns of this Agreeinent.
3. ORGANIZATION's violation of covenants, agreements or guarantees of this Agreement.
4. Tei7nination ar reduction of funding by the City of Dentoii.
Finding by CITY that ORGANIZATION:
a. is in such unsatisfactory iinancial condition as to endanger pei•forniance under this Agreement;
b. has allocated inventoiy to this Agreement substantially exceeding reasonable requirements;
c. is deluiquent in pa}nnent of taxes, or of costs of perfonnance of this Agreement in the ordinary
course of business.
6. Appointment of a trustee, receiver or liquidator for all or substantial part of ORGANIZATION's
property, or institution of bankruptcy, reorganization, rean•angement of or liquidation proceedings by or
against ORGANIZATION.
7. ORGANIZATION's inability to confonn to changes requirecl by Federal, State and local laws or
regulations as provided in Section 4, and Section 2, of this Agreement.
8. The comtnission of an act of bankiuptcy.
9. ORGANIZATION's violation of any law or regulation to which ORGANIZATION is bound or shall be
bound under the tet-�ns of the Agreemeiit.
CITY shall promptly notify ORGANIZATION in writing of the decision to tenninate and the effective date of
tei7nination. Simultaneous notice of pending tennination maybe made to other funding source specified in Exhibit
B.
B. CITY may terminate this Agreenient for convenience at any time. If CITY terminates this Agreement for
convenience, ORGANIZATION will be paid an amount not to exceed the total of accrued expenditures as of
the effective date of termination. In no event will this compensation exceed an amount which bears the same
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ratio to the total compensation as the services actually perfonned bears to the total services of
ORGANIZATION covered by the Agreement, less payments previously made.
C. ORGANIZATION may tei7ninate this Agreement in whole or in part by written notice to CITY, if a
terinination of outside funding occurs upon which ORGANIZATION depends for performance hereunder.
ORGANIZATION inay opt, within the limitations of this Agreement, to seek an alternative funding source,
with the approval of CITY, provided the tennination by the outside funding source was not occasioned by a
breach of contract as deiined herein or as defined in a conhact between ORUANIZATION and the funding
source m queshon.
ORGANIZATION �nay terminate this Agreeu�ent upou the dissolution of ORGANIZATION's organization
not occasioned by a breach of this Agreeinent.
D. Upon receipt of notice to tei7ninate, ORGANIZATION shall cancel, withdraw or otherwise tenninate any
outstanding orders or subcontracts, which relate to the perfonnance of this Agreement. CITY shall not be
liaUle to ORGANIZATION or ORGANIZATION's creditors for any expenses, encumbrances or obligations
whatsoever incuned after the termination date listed on the notice to terminate referred to in this paragraph.
E. Notwithstanding any exercise by CITY of its right of suspension or tennination, ORGANIZATION shall not
be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by
ORGANIZATION, and CITY may withhold any reimbursement to ORGANIZATION until such tiine as the
exact amount of damages due to CITY from ORGANIZATION is agreed upon or otherwise detennined.
24. NOTIFICATION OF ACTION SROUGHT
In the event that any claiiii, demand, suit or other action is made or brought by any person(s), firin corporation or
other entity against ORGANIZATION, ORGANIZATION shall give written notice thereof to CITY within two
working days after being notified of such claiui, deinand, suit or other action. Such notice shall state the date and
hour of notification of any such claun, demand, suit or other action; the names and addresses of the person(s),
finn, coiporation or other entity making such claiin, or that insrituted or tl�reatened to institute any type of action
or proceeding; the basis of such claim, action or proceeding; and the name of any person(s) against whoin such
claim is being made or tlueatened. Such written notice shall be delivered either personally or by inail.
25. INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that CITY is contracting with ORGANIZATION
as an independent contractor and that as such, ORGANIZATION shall save and hold CITY, its officers,
agents and employees harinless from all liability of any nature or kind, including costs and expenses for, or on
accouiit of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in
whole or in part fi-om the perforn7ance or omission of any employee, agent or representative of
ORGANIZATION.
B. ORGANIZATION agrees to provide the defense for, and to indemnify and hold hannless CITY its agents,
employees, or contractors fi•om any and all clauns, suits, causes of action, demands, damages, losses, attorney
fees, expenses, and liability arising out of the use of these contracted funds and program administration and
unplementation except to the extent caused by the willful act or omission of CITY, its agents or employees.
26. NON-RELIGIOUS ACTIVITiE5
The ORGANIZATION will provide all setvices under this Agreement i.n a uiaiuier that is exclusively non-
religious in nature and scope. There shall be no religious services, proselytizing, instruction or any other religious
preference, influence or discrimination in connection with providing the services hereunder.
27. MISCELLANEOUS
A. ORGANIZATION shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any
claiin 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 confonn to the original intent of both parties hereto.
Page 9 of 14
C. All reports, docuinents, studies, charts, schedules, or other appended docuinentation to any proposal, content
of basic proposal, or contracts and any responses, inquiries, correspondence and related inaterial submitted by
ORGANIZATION shall becoine the property of CITY upon receipt.
D. Debai7nent: ORGANIZATION certifies that they are not listed on the Excluded Parties List Systein (EPLS),
which list the deban•ed, suspended or otherwise excluded fro�n or ineligible for participation in federal
assistance programs under Executive Order 12549 and 24 CFR Part 24.
E. In no event shall any payment to ORGANIZATION hereunder, or any other act ar failure of CITY to insist in
any one or more instances upon the tenns and conditions of this Agreeinent 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
cominitted by ORGANIZATION. Neither shall such payment, act, or omission in any manner iinpair 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 �rovision.
F. This Agreement, together witli referenced exhibits and attachments, constitutes the entire agreeinent between
fl1e parties hereto, and any prior agreement, assertion, statement, understanding or other commitment
antecedent to this Agreement, whether written or aral, shall have no force or effect whatsoever; nor shall an
agreeinent, assertion, statement, understanding, or other coirunitinent occun-ing during the tenn of this
Agreeinent, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in
writing, and if appropriate, recorded as an amendinent of this Agreement.
G. In the event any disagreeinent or dispute should arise between the parties hereto pertaining to the
interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or
regulations, CITY as the party ultiinately responsible, will have the final authority to render or to secure an
interpretation.
H. For purposes of this Agreement, Any notice or other written instruinent required or pennitted to be delivered
under the tenns of this Agreeinent shall be deemed to have been delivered, whether actually received or not,
when deposited in the United States inail, postage prepaid, registered or certified, return receipt requested,
addressed to ORGANIZATION or CITY, as the case inay be, at the following addresses:
CITY
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
ORGANIZATION
Children's Advocacy Center for Denton County, Inc.
Attn: Executive Director
1960 Archer Avenue
Lewisville, TX 75077
This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any
litigation concei7ling this Agreement shall be in a court conipetent jurisdiction sitting in Denton County,
Texas.
IN WITNESS WH OF, the parties do hereby affix their signatures and enter into this Agreement as of the
ia� day of ����, 20��-
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY:
CITY OF DENTON
BY: ��
GEO GE C. CAMPBELL, CITY MANAGER
Page 10 of 14
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: � .
CHILDREN'S ADVOCACY CENTER FOR
DENTON COUNTY, INCORPORATED
BY:
EXECUTIV IRECTOR
ATTEST:
BY: �
BOARD SECRETARY
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Exhibit A
Scope of Services
The Scope of Services under this Agreement shall be as follows:
SECTION I - ACTIVITY
ORGANIZATION shall provide services to ininimize the trauma of child abuse to the children and non-offending
family rnembers by offering victim services that include client and clinical services. Client Services provide
justice and support by coordinating the investigative process among the Denton Police Department and partner
agencies and by assisting fainilies with criine victim services. The Clinical Services program provides specialized
and comprehensive clinical services.
Beneiiciaries of the seivices to be provided hereunder must reside in the city of Denton and ORGANIZATION
shall provide seivices to child victims and their non-offending family meinbers.
SECTION II — SER�ICES
I�� order to complete the a r� eed upon activitv ORGANIZATION shall provide the following services to child
abuse victims, or children who have witness a violent crime, and non-offendin� fainilv members:
Provide facility and staff to coordinate the investigative process among the Denton Police Department and
partner agencies and to conduct:
Client Services:
0 on-site forensic interview and assessments
o inultidisciplinary case reviews to insure coordination and progress of investigations by partner agencies
o social service referrals and assistance with victim compensation
o social histories and support
o liaison between the fainilies and investigative agencies
o referrals to coinmunity resources, and seasonal assistance prograins
Clinical Services:
o individual, group, play and pet therapy
o crisis counseling
o consultation with the multidisciplinary teain
o court preparation seivices
o psychological testing
SECTION III — iTNIT OF SERVICE
A unit of service will be the tool by which the CITY and the ORGANIZATION can measure performance under
this agreement. A unit of seivice shall be defined as client or clinical service for a child victim or non-offending
family members including but not limited to the seivices as described in Section II — Services.
SECTION IV — GOAI,S
ORGANIZATION shall provide not less than 2703 uiuts of service to city of Denton residents during the contract
year. The total numUer of units of service required constitutes the perfonnance target for the ORGANIZATION
under this Agreement. The ORGANIZATION will provide services to approxiinately 300 children ages zero to
seventeen and non-offending fainily membeis during the tei-��i of this Agreement.
ORGANIZATION shall provide the services listed in this Agreement within the monetary limits contained in
Exhibit B, entitled `Budget", attached hereto and incoiporated by reference herein. In no event shall
compensation to the ORGANIZATION exceed the lesser of theORGANIZATION'S costs atti•ibutable to the work
perfonned as stated herein, or suin of One Hundred and Twenty-One Thousand Six Hundred and Forty Eight
Dollars ($121,648.00).
Page 12 of 14
SECTION V — OUTCOMES
Direct Service Outcome
The services provided as the tei-�ns of this agreement will assist the ORGANIZATION in providing
comprehensive services to cl�ild abuse victims, or children who have witness a violent crune, and non-offending
family members. The expected benefits of the ORGANIZATION' S delivery of comprehensive services will
provide a reduction in trauma and promotion of einotional healing through:
• ORGANIZATION will serve at least 275 city of Denton clients and at least 70% of those referred for
counseling will receive counseling services.
• At least 20% of children served will continue ui The Advocacy Center's clinical program.
Communitv Outcome
Children's Advocacy Center for Denton County assists the City of Denton in improving availability and
accessibility of services promoting strong, supportive relationships for families, neighbarhoods, and communities
to proinote a suitable living environment., as outlined in the 2010-2014 City of Denton Consolidated Plan. The
Children's Advocacy Center for Denton County provides services necessary to (1) expand the current systein of
case coordination and centralize information ainong service providers and (2) continue allocation of scarce
resources to meet urgent coimnunity needs. Children's Advocacy Center for Denton County benefits the citizens
of the City of Denton and supports a coordinated effort to maximize community resources by:
• Working in conjunction with the Denton Police Deparhnent, Child Protective Seivices, and appropriate service
providers on the investigation and prosecution of cases.
• Promoting collaboration between agencies through the use of their facilities for inteiviews, office space, case
reviews, and other seivices.
• Offering a variety of therapy sessions to assist victims and non-offending family meinbers in tlie emotional
healing process.
Page 13 of 14
Exhibit S
Budget
Allowable Expenditure Budget Amount
Fee for Service
$45.00 per 2703 units of direct service $121,648.00
Total $121,648.00
Children's Advocacy Center for Denton County will be reimbursed monthly on a fee for service basis for services
provided to residents of the city of Denton. Fees far particular services are described above.
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