18-257S:\Legal\Our Uocuments\Ordinances\18\Childrens advocacy cenYer 17-18.doc
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WHEREAS, the Children's Advocacy Center for Denton Caunty, Incarparated, a Texas
non-profit carporatian, (the "Organization") aids the City of Dentan Palice Department of
investigation of child abuse cases and pravides client and clinical services ta victims of child abuse
and non-affending families members fram the city of Denton, Texas (the "Pragram"); and
WHEREAS, the Organization and the City af Denton desire ta enter into an agreement to
provide for the continuance of the Program which agreement is substantially in the same farm as
the agreement attached hereta and made a part hereof by reference (the "Public Service
Agreement"}; and
WHEREAS, the Pragrarn is a part of the City's community development pragram as
authorized by Chapter 373 af the Lacal Government Cade and it helps to eliminate conditions
detrimental to the public health and safety by providing opportunities and services ta low to
moderate persons in Dentan that would otherwise nat be available; and
WHEREAS, the Program �nd the Public Service Agreement are necessary to preserve and
pratect the public health and safety af the City's residents by helping ta insure that assistance is
provided ta aid in the investigation af child abuse cases and that victims af child abuse and non-
offending families members have adequate client and clinical services; and
WHEREAS, City Council finds that if the Pragram and the Public Service Agreement are
nat available, families would be at risk af further abuse and trauma, thereby creating a substantial
health and safety risk for citizens af Denton; and
WHEREAS, the Program is supervised and administered by prafessional personnel which
maintain licenses as caunselors ar social workers; and
WHEREAS, City Council finds that the Public Service Agreement and the expenditures
provided far in the Agreement are exempt fram competitive bidding as a procurement necessary
ta preserve or protect the public health or safety of the City's residents under Section 252.022(a)(2)
of the Lacal Government Code and as a procurement far professional services under Sectian
252.022(a)(4) of the Lacal Government Cades 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, attached hereto and incorporated herein, and to carry out the duties and
responsibilities of the City under the Public Service Agreement, including the expenditure of funds
not to exceed $144,897.00, as provided in the Public Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
...._ ,w.,v � �- �, .
PASSED AND APPROVED this the a,,,���"°`�� day of e �� ��'° �����°`���... ����� "�'���� , 2018.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
� -.
� ��� AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
:
CHRIS WATTS, MAYOR
Page 2
S:\Legal\Our pocuments\Contracts\18\Childrens advocacy center contract 17-18.doc
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This Agreement is hereby entered inta by and between the City of Dentan, Texas, a Texas
municipal corporatian, hereinafter referred to as "City", and Children's Advacacy Center far Denton
Caunty, Incorporated, 1854 Cain St., Lewisville, TX, 75077, a not far prafit corparation, hereinafter
referred ta as "Organization."
WHEREAS, the Dentan Palice Department has reviewed the praposal for services and has
determined that Organization performs an important service for the residents af Denton withaut regard
ta race, religion, colar, age or national arigin, and recommends the purchase of services; and
WHEREAS, City has determined that the praposal for services merits assistance and can pravide
needed services to citizens of City and has provided funds in its budget far the purpase of paying far
contractual services; and
WHEREAS, City has designated the Denton Police Department with assistance fram the
Cammunity Develapment Division as the department respansible far the administration of this
Agreement and all matters pertaining thereta; and
NOW, THEREFORE, the parties hereta agree, and by the executian hereof are bound ta the mutual
obligatians and ta the perfarmance and accomplishment af the canditians hereinafter described.
�
This Agreement shall commence an or as af ���i��h��� �., ���1'7, and shall terminate an �������������.
i{i� "�1;11' � unless soaner terminated in accordance with Section 25 "Terminatian."
.�.. �� ��..�_.._�......�
Organizatian hereby accepts the responsibility for the performance of all services and activities
described in the Scope af Services attached hereta as Exhibit 66Ay99 and incorparated herein by ref�ence,
in a satisfactory and efficient manner as determined by City, in accardance with the terms herein. City
will consider Organization's executive afficer to be Organizatian's representative responsible for the
management af all cantractual matters pertaining hereta, unless written notification to the cantrary is
received fram Organizatian, and approved by City.
The Dentan Chief af Police or designee will be City's representative respansible far the
administratian af this Agreement.
The Organization certified that the beneficiaries of the activities to be provided MUST reside in
the City of Dentan. Eligibility documentatian must be included in each client's file.
Page 1 of 18
1: I 1 I' • � ;
In cansideration af the receipt of funds from City, Organization agrees to the fallawing terms and
conditions:
A. One hundred forty four thousand eight hundred ninety-seven dallars ($144,897.00) .may �r paid
to Organization by City, and the only expenditures reimbursed from these funds, shall be thase in
accordance with the praject budget, attached hereto as Exhibit "B99 and incorporated herein by
reference, for those expenses listed in the scape af services as provided herein. Organization shall
nat utilize these funds far any other purpose. - —
B. It will establish, aperate, and maintain an account system for this program that will allow far a
tracing af funds and a review af the financial status of the program.
C. It will permit authorized officials of City ta review its books at any time.
D. It will reduce ta writing all af its rules, regulations, and policies and file a copy with City's Palice
Department along with any amendments, additians, ar revisions whenever adapted.
E. It will not enter into any contracts that would encumber City funds for a period that would extend
beyond the term of this Agreement. �� �
F. It will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or
discrepancies in bills shall be pramptly reported ta the Denton Palice Department or their appainted
representative in Cammunity Develapment.
G. It will appaint a representative wha will be available to meet with City afficials when requested.
H. It will indemnify and hold harmless City fram any and all claims and suits arising out af the
activities of Organizatian, its emplayees, and/or contractars.
I. It will submit ta City copies of year-end audited financial statements. �� V
M�'". t_'(:�1�:1�"��1���;1�� "4�w""�"1�1-d ��T;I�[+�����.� �'�r�"�"�'��.� A��1� 1����'.�l.:l.�r�1�v'��
A. Organization shall camply with all applicable federal laws, laws af the State�of Texas and
ordinances of the City of Denton.
A. Organizatian assures and guarantees that it passesses the legal authority, pursuant to any praper,
appropriate and official motion, resalution or action passed or taken, to enter inta this Agreement.
B. The person ar persons signing and executing this Agreement an behalf af Organization, da
hereby warrant and guarantee that he, she, or they have been fully autharized by Organization ta
execute this Agreement on behalf of Organization and to validly and legally bind Organization to all
terms, perfarmances and pravisions herein set forth.
C. City shall have the right, at its aption, to either temporarily suspend or permanently ter-r��inate
this Agreement if there is a dispute as to the legal authority of either Organizatian or the persan
signing the Agreement to enter inta this Agreement. Organization is liable to City far any money it
Page 2 of 1$
has received fram City for performance of the pravisions of this Agreement if City has suspended or
terminated this Agreement for the reasons enumerated in this Sectian. �
D. Organization agrees that the funds and resaurces pravided Organizatian under the terms af this
Agreement will in na way be substituted for funds and resaurces from ather saurces, nor in any way
serve to reduce the resources, services, ar other benefits whfch wauld have been available to, or
provided through, Organizatian had this Agreement not been executed. _ __
� . �. . : 1' � I
Organization will pravide, aversee, administer, and carry aut all of the activities a��d servi�:,s set
aut in the scape af services, attached hereta and incarparated herein for all purposes as Exhibit "A,"
utilizing the funds described in Exhibit "B," attached hereta and incorporated herein for all purposes and
deemed by both parties to be necessary and sufficient payment for full and satisfactory perfarmance of
the program, as determined salely by City and in accardance with all other terms, �rovisia :� and
requirements af this Agreement.
No modifications ar alterations may be made in the Scape af Services withaut the prior written
approval of the City's Chief of Police.
VII. PAY ENTS
A. Payments ta Organizatian. City shall pay ta Organization a maximum amount af money not ta
exceed one hundred forty four thousand eight hundred ninety-seven dollars ($144,897.00) for
services rendered under this Agreement. City will pay these funds on a reimburs�ment ba�is to
Organization within 15 days after City has received supporting dacumentation. Organization's failure
to request reimbursement on a timely basis may jeapardize present or future funding.
B. Excess Payment. Organization shall refund to City within ten working days of City's request, any
sum af money which has been paid by City and which City at any time thereafter determines: ""
1. has resulted in overpayment to Organization; ar
2. has not been spent strictly in accordance with the terms of this Agreement; or
3. is not supparted by adequate documentation to fully justify the expenditure. ""
C. Organization's reimbursement request for any ane month period will not exceed ane-tenth (1/10)
of any budgeted line items for costs as specified in Exhibit 66b.99
,�
D. De-obligation of Funds/Reversion af Assets. In the event that actual expenditures deviat�from
Organizatian's pravisian of a corresponding level of performance, as specified in Exhibit "A," City
hereby reserves the right to re-apprapriate or recapture any such under expended funds. If City finds
that Organizatian is unwilling and/or unable to comply with any of the terms af this Cantract, City
may require a refund of any and all money expended pursuant to this Cantract by Organizati�n, as
well as any remaining unexpended funds which shall be refunded to City within ten warking days af
a written natice ta Organization to revert these financial assets. The reversion af these financial assets
shall be in addition to any ather remedy available ta City either at law or in equity for breach of this
Contract.
Page 3 of 18
E. Contract Close Out. Organization shall submit the contract close out package to City, together
with a final expenditure report, far the time periad covered by the last invaice requesting
reimbursement of funds under this Agreement, within 15 working days fallawing the clase of the
contract periad. Organization shall utilize the farm agreed upan by City and Organization. �_
..,
Organization represents and warrants that: .•-
A. All infarmation, reparts and data heretofore ar hereafter requested by City and furnished ta City,
are complete and accurate as af the date shawn on the infarmation, data, ar repart, 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
camplete, accurate and fairly reflect the financial canditian of Organization on the date shown on
said report, and the results of the aperation for the period covered by the report, and that since said
date, there has been no material change, adverse or otherwise, in the financial candition of
Organization. ~
C. Na litigatian ar legal praceedings are presently pending ar threatened against Organizatian.
D. Nane of the provisions herein contravene or are in conflict with the authority under which
Organization is daing business or with the provisians of any existing indenture or agreerrient of
Organization.
E. Organizatian has the power ta enter into this Agreement and accept payments hereunder, and has
taken all necessary action to autharize such acceptance under the terms and conditions of this
Agreement.
F. None af the assets af Organizatian is subject to any lien ar encumbrance af any character, except
far current taxes not delinquent, except as shawn in the financial statements furnished by
Organization ta City. -
G. Each of these representations and warranties shall be continuing and shall be deemed ta have
been repeated by the submission of each request for payment.
1
A. During the period of time that payment may be made hereunder and sa lang as any payments
remain unliquidated, Organization shall not, without the prior written consent of the Cammunity
Development Administratar ar her authorized representative: �"-
L Mortgage, pledge, or atherwise encumber ar suffer ta be encumbered, any af the assets af
Organization now awned or hereafter acquired by it, ar permit any pre-existing mortgages, liens,
or ather encumbrances ta remain on, ar attached to, any assets of Organizatian which are
allocated to the perfarmance af this Agreement and with respect to which City has ownership
hereunder.
Page 4 of 18
2. Sell, assign, pledge, transfer ar otherwise dispose of accounts receivables, notes or clai��ris for
money due ar to become due.
3. Sell, convey, or lease all ar substantial part of its assets.
4. Make any advance or loan to, or incur any liability for any other firm, person, entity or
corporation as guarantar, surety, ar accommodation endorser.
5. Sell, donate, loan ar transfer any equipment or item of personal property purchased with funds
paid ta Organizatian by City, unless City authorizes such transfer.
/:�1]�:/�� 11 �[�LII.'�I If.'�
A. Costs shall be cansidered allawable only if incurred directly and specifically in the performance
of and in compliance with this Agreement and in conformance with the standards and provis::,ns 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 priar written authorization is required in arder for
the follawing to be considered allowable costs:
1. Encumbrances ar expenditures during any one month period which exceeds one-tenth 1/10 of
the total budget as specified in Exhibit "B."
2. City shall not be abligated to any third parties, including any subcontractors of Organi_��tion,
and City funds shall not be used to pay for any contract service extending beyand 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
66 / 99 are conducted.
��
5. Any alterations, deletions or additions to the Personnel Schedule incorparated in Exhibit 66�.99
6. Costs or fees for temparary employees or services.
7. Any fees or payments for consultant services.
8. Fees for attending out of town meetings, seminars or conferences.
Written requests for prior approval are Organization's responsibility and shall be made within
sufficient time to permit a thorough review by City. Organization must obtain written apprc-� a1 by
City prior ta the commencement of procedures ta solicit or purchase services, equipment, or real or
personal property. Any pracurement or purchase which may be approved under the terms of this
Agreement must 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 ar
equipment. These are nat allowable costs under this agreement.
. � • ,-� ��1 -
A. Organization agrees to maintain records that will provide accurate, current, separate, and
complete disclosure of the status of the funds received under this Agreement, in compliance with the
Page 5 of 18
pravisions af Exhibit "By99 attached hereto, and with any other applicable Federal and State
regulations establishing standards for financial management. Organization's record system� shall
cantain sufficient documentation ta provide in detail full suppart and justificatian for each
expenditure. Nothing in this Section shall be construed to relieve Organizatian of fiscal
accountability and liability under any other provision of this Agreement or any applicable law.
Organization shall include the substance of this provisian in all subcantracts. J�
B. Organization agrees ta retain all baoks, recards, documents, reports, and written accaunting
procedures pertaining to the operation of pragrams and expenditures of funds under this Agreement
far five years.
C. Nathing in the above subsections shall be construed to relieve Organization of responsibility far
retaining accurate and current recards, which clearly reflect the level and benefit of services,
pravided under this Agreement.
D. At any reasanable time and as often as City may deem necessary, the Organizatian shal� make
available ta City, ar any of their authorized representatives, all of its records and shall permit City,
or any of their authorized representatives to audit, examine, make excerpts and capies of such
recards, and to canduct audits af all contracts, invoices, materials, payralls, records of personnel,
condiiions or employment and all other data requested by said representatives. -
.. ��. � �. �
At such times and in such farm as City may require, Organizatian shall furnish such state�i-ients,
records, data and infarmatian as City may request and deem pertinent to matters cavered by this
Agreement.
Organization shall submit quarterly beneficiary and financial reports to City na less than once
each three months. The beneficiary repart shall detail client information, including race, income, female
head of househald and other statistics required by City. The financial repart shall include information
and data relative ta all pragrammatic and financial reporting as of the beginning date specified in Section
1 af this Agreement.
Unless the City has granted a written exemption, Organizatian shall submit an audit conducted
by independent examiners with ten days after receipt af such.
1 I • ; • 1 ,,
Organizatian agrees to participate in an implementatian and maintenance system whereby the
services can be continuously monitared. Organization agrees that City may carry out monitaring and
evaluation activities to ensure adherence by Organizatian to the Scope af Services, and Program. Goals
and Objectives, which are attached hereta as Exhibit "A," as well as ather pravisians af this Agreement.
Organizatian agrees ta coaperate fully with City and pravide data determined by City to be necessary
for City ta effectively fulfill its monitoring and evaluatian responsibilities. Organization agrees ta
caoperate in such a way so as nat to abstruct ar delay city in such manitaring and to designate one of its
staff ta caardinate the manitoring process as requested by City staff. Organizatian agrees ta make
Page 6 af 18
available its financial records for review by City at City's discretion. In addition, Organizatian agrees to
provide City the follawing data and reports, or copies thereaf:
A. All external ar internal audits. Organization shall submit a capy of the annual independent audit
to City within ten days of receipt.
B. All external or internal evaluation reparts.
C. Quarterly performance/beneficiary reports to be submitted in January, April, July and September,
to include such information as requested by the City including but not limited to: number of persons
or households assisted, race, gender, disability status and household income. Beneficiary reports
shall be due to City within 15 working days after the completion of each quarter.
D. Organization agrees to submit no less than once each three manths financial statements. Each
statement shall include current and year-to-date period accounting af all revenues, expenditures,
outstanding obligations and beginning and ending balances. Financial reparts shall be due to City
within 15 working days after the completion af each quarter.
E. An explanatian of any majar changes in program services.
F. To comply with this sectian, Organization 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. Organization's record system shall contain sufficient documentation to
provide in detail full suppart 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 Agreement for the periad of time and under the
conditians specified by the City. "
G. Nathing 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.
1 ' 1'
During the term of this Agreement, Organizatian shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered
to City in a timely manner to give adequate notice, and shall include an agenda and a brief descriptian
of the matters to be discussed. Organization understands and agrees that City's representatives shall be
afforded access to all meetings af its Board af Directors.
Minutes of all meetings of Organization's governing body shall be available to City within ten days after
Board approval.
A. Organization shall observe sound business practices with 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 insured. Upan request af
Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements.
Page 7 of 18
C. Organization will comply with applicable workers' compensation statues and will obtain
employers' liability coverage where available and other appropriate liability coverage for program
participants, if applicable.
D. Organization will maintain adequate and continuous liability insurance on all vehicles owned,
leased or operated by Organization. All employees of Organization who are required to drive a
vehicle in the normal scope and course of their employment must possess a valid Texas driver's
license and automobile liability insurance. Evidence of the employee's current possession of a valid
license and insurance must be maintained on a current basis in Organization's files.
E. Actual losses not covered by insurance as required by this Section are not allowable costs under
this Agreement, and remain the sole responsibility 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.
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COMPLIANCE WITH LAWS
A. Organization shall comply 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 affirmative action to insure that all employment practices are free from such
discrimination. Such employment practices include but are not limited to the following: hiring,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of
pay or other forms of compensation and selection for training, including apprenticeship.
B. Organization shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations. The Organization agrees to comply with Title VI of the C�vil Rigk��s Act
of 1964 as amended, 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 amended, Section
504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age
Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amen��d by
Executive Orders 11375 and 12086.
C. Organization will furnish all information and reports requested by the 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.
D. In the event of Organization's non-compliance with the non-discrimination requirements, City
may cancel or terminate the Agreement in whole or in part, and Organization may be barred from
further contracts with City.
Page 8 of 18
Personnel policies shall be established by ORGANIZATION and shall be available far examination.
Such personnel policies shall:
A. Be no mare liberal than CITY's personnel policies, procedures, and practices, including policies
with respect to employment, salary and wage rates, working hours and holidays, fringe beneiits,
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.
I 1, '
A. Organization 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. Organization further covenants that in the
performance of this Agreement, no persan having such interest shall be employed or appoint?� as a
member of its governing body.
B. Organization further covenants that no member of its governing body ar its staff, subcontractors
or emplayees shall possess any interest in or use his/her position for a purpose that is or gives the
appearance of being motivated by desire far private gain for himself/herself, or others; particularly
those with which he/she has family, business, or other ties.
C. No ofiicer, member, or employee of City and no member of its gaverning 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 or her
personal interest or the interest in any corporation, partnership, or association in which he or she has
a direct or indirect interest.
: .� ►9'1I��I
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, ar is a member of Organization's
governing board. The term "member of immediate family" includes: wife, husband, son, daughter,
mother, father, brather, sister, in-laws, aunt, uncle, nephew, niece, stepparent, stepchild, half-brotY�er and
half-sister.
� .
,
A. Where such action is appropriate, Organization shall publicize the activities conducted by
Organization under this Agreement. In any news release, sign, brochure, or other advertising
medium, disseminating information prepared or distributed by or for Organizatian, the advertising
medium shall state that City of Denton funding has made the services passible.
Page 9 of 18
. . 1 � '1
A. Any alterations, additians, 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. Organization may not make changes to the budget set forth in Exhibit 66B" without prior
written approval of the Police Chie£ Organization shall request, in writing, the budget revision in
a form prescribed by City, and such request for revision shall not increase the total manetary
obligation of City under this Agreement. In addition, budget revisions cannot significantly change
the nature, intent, or scope of the program funded under this Agreement.
C. Organization will submit revised budget and program information, whenever the level of
funding far Organization or the program(s) described herein is altered according to the total levels
contained in any portion of Exhibit "B."
D. 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 incarporated into this Agreement without written amendment
hereto, and shall become a part of the Agreement on the effective date specified by the ?aw or
regulation.
E. City may, from time to time during the term of the Agreement, request changes in Exhibit 66Ag9
which may include an increase or decrease in the amount of Organization's compensation. Such
changes shall be incarporated in a written amendment hereta, as provided in Subsection A of this
Section.
F. Any alterations, deletions, or additions to the Contract Budget Detail incorparated in Exhibit "jJ99
shall require the prior written approval of City.
G. Organization agrees to natify City af any proposed change in physical location for work
performed under this Agreement at least 30 calendar days in advance of the change.
H. Organization shall notify City af any changes in personnel or governing baard composition.
I. It is expressly understood that neither the performance of Exhibit 66A" for any program contracted
hereunder nor the transfer of funds between or among said programs will be permitted.
' 1 I 1 �` 1 ` _
Upon determination by City of Organization's failure to timely and properly perform each of the
requirements, time conditions and duties provided herein, City, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten working days written notice to Organization,
withhold further payments to Organization. Such notice may be given by mail to the Executive Officer
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 shall 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
determines the default or deficiency has been satisfied, Organization may be restored to full compliance
Page 10 of 18
status and paid all eligible funds withheld or impounded during the suspensian period. If however, City
determines that Organizatian has not came inta compliance, the provisians af Sectian 25 m�y be
effecivated.
. �,
A. City may terminate this Agreement for cause under any of the fallowing reasons ar for other
reasans not specifically enumerated in this paragraph:
l. Organization's failure to attain compliance during any prescribed period of suspensian as
pravided in Section 24.
2. Organization's failure to materially comply with any of the terms of this Agreelnent.
3. Organizatian's violatian af covenants, agreements ar guarantees of this Agreement.
4. Termination or reductian af funding by the City af Denton.
5. Finding by City that Organization:
a. is in such unsatisfactory financial candition as ta endanger performance under this
Agreement;
b. has allocated inventory to this Agreement substantially exceeding reasonable
requirements;
c. is delinquent in payment of taxes, ar of costs of perfarmance of this Agreement in the
ardinary course of business.
6. Appointment of a trustee, receiver or liquidator for all ar substantial part af Organization's
property, or institution of bankruptcy, re-Organization, rearrangement of or liquidation
praceedings by or against Organization.
7. Organizatian's inability ta conform ta changes required by Federal, State and local laws or
regulatians as pravided in Sectian 4, and Section 2, of this Agreement.
$. The cammission of an act of bankruptcy.
9. Organization's violation of any law ar regulatian ta which Organizatian is bound or shall be
bound under the terms of the Agreement.
City shall promptly notify Organization in writing af the decision to terminate and the effective date
of termination. Simultaneous notice of pending termination may be made ta other funding saurce
specified in Exhibit "B."
B. City may terminate this Agreement for canvenience at any time. If City terminates this
Agreement for convenience, Organization will be paid an amount not to exceed the tatal af accrued
expenditures as af the effective date of terminatian. In no event will this compensation exceed an
amount which bears the same ratio ta the total compensation as the services actually perfarmed bears
to the total services of Organizatian covered by the Agreement, less payments previously marl.e.
C. Organization may terminate this Agreement in whole or in part by written natice to City, if a
terminatian of autside funding occurs upon which Organization depends for performance hereunder.
Organizatian may opt, within the limitations af this Agreement, to seek an alternative funding saurce,
with the appraval af City, pravided the termination by the outside funding saurce was nat occasioned
Page 11 of 18
by a breach of cantract as defined herein or as defined in a contract between Organization and the
funding source in questian.
Organization may terminate this Agreement upon the dissolution of Organization's Organization not
occasioned by a breach af this Agreement.
D. Upon receipt of natice to terminate, Organization shall cancel, withdraw or otherwise terminate
any outstanding orders or subcontracts, which relate ta the perfarmance ofthis Agreement. Citv shall
not be liable to Organizatian or Organizatian's creditors for any expenses, encumbrances ar
obligatians whatsaever incurred after the termination date listed an the notice to terminate referred
ta in this paragraph.
E. Notwithstanding any exercise by City of its right of suspension ar termination, Organizatio�� shall
not be relieved of liability ta City for damages sustained by City by virtue af any breach of the
Agreement by Organizatian, and City may withhold any reimbursement ta Organization until such
time as the exact amaunt of damages due to City from Organization is agreed upon ar otherwise
determined.
1; 1; 1 . 1 :' I f-� ,
In the event that any claim, demand, suit or other actian is made or brought by any person(s),
firm, corparation or other entity against Organization, Organization shall give written notice thereof ta
City within two working days after being notified of such claim, demand, suit or ather action. Such
notice shall state the date and haur af notification of any such claim, demand, suit or other action; the
names and addresses of the persan(s)y llllEly corporation or ather entity making such claim, or that
instituted or threatened to institute any type af action or proceeding; the basis af such claim, action or
proceeding; and the name af any persan(s) against whom such claim is being made ar threatened. Such
written notice shall be delivered either persanally or by mail.
1 " '1
A. It is expressly understaad and agreed by both parties hereto that City is cantracting with
Organization as an independent contractor and that as such, Organization shall save and hold City,
its afficers, agents and employees harmless from all liability af any nature ar kind, includin� costs
and expenses for, or on accaunt of, any claims, audit exceptions, demands, suits or damages of any
character whatsoever resulting in whale or in part from the performance or amission of any
employee, agent or representative of Organization.
B. Organization agrees to provide the defense for, and to indemnify and hold harmless Caty its
agents, employees, or cantractors from any and all claims, suits, causes af action, demands, damages,
losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and
program administration and implementation except to the extent caused by the willful act or amission
of City, its agents or emplayees.
Page 12 of 18
� ', , 1
The Organization will pravide all services under this Agreement in a manner that is exclusively
non-religious in nature and scape. There shall be na religious services, praselytizing, instructian ar any
other religious preference, influence or discrimination in connectian with providing the services
hereunder.
1'
A. Organizatian shall not transfer, pledge ar atherwise assign this Agreement or any i�terest tlierein,
or any claim arising thereunder, ta any party ar parties, bank, trust company or ather financial
institution without the prior written approval of City.
B. If any provision of this Agreement is held to be invalid, illegal, ar unenforceable, the remaining
provisians shall remain in full farce and effect and continue to confarm to the original intent of bath
parties hereta.
C. All reports, dacuments, studies, charts, schedules, or ather appended dacumentation to any
proposal, cantent of basic praposal, ar contracts and any respanses, inquiries, carrespandenc� and
related material submitted by Organization shall became the property of City upon receipt.
D. Debarment: Organization certifies that they are not listed an the Excluded Parties List System
(EPLS), which list the debarred, suspended ar otherwise excluded from or ineligible far 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 or failure of City to
insist in any one ar more instances upan the terms and conditions of this Agreement constitute or be
construed in any way to be a waiver by City af any breach of cavenant ar default which may then or
subsequently be committed by Organization. Neither shall such payment, act, or omissian in any
manner impair or prejudice any right, power, privilege, or remedy available ta City to enforce its
rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No
representative ar agent of City may waive the effect of this provision.
F. This Agreement, together with referenced exhibits and attachments, constitutes the entire
agreement between the parties hereta, and any prior agreement, assertian, statement, understanding
ar other cammitment antecedent to this Agreement, whether written or oral, shall have no force ar
effect whatsaever; nar shall an agreement, assertian, statement, understanding, or ather comm:�ment
occurring during the term of this Agreement, or subsequent thereta, have any legal force ar effect
whatsaever, unless praperly executed in writing, and if apprapriate, recorded as an amendment af
this Agreement.
G. In the event any disagreement or dispute shauld arise between the parties hereta pertaining to the
interpretation or meaning af any part af this Agreement or its gaverning rules, codes, laws,
ardinances or regulatians, City as the party ultimately responsible, will have the final authority to
render or to secure an interpretation.
H. For purposes af this Agreement, Any notice ar 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 ar not, when deposited in the United States mail, postage prepaid, registered ar
Page 13 of 18
certified, return receipt requested, addressed to Organization or City, as the case may be;-�at the
following addresses:
Citv
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Organization •-�-
Children's Advocacy Center for Denton County, Inc.
Attn: Executive Director
1854 Cain Drive
Lewisville, TX 75077
�
I. 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 competent jurisdiction sitting in
Denton County, Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
�" 2018.
m..........:::� .�::�����._ .—..��
ATTEST:
JENNIFER WALTERS,
:
SECRETARY
�l�i'C����V�r�l�! AS TO LEGAL FORM:
c�"�.C�f�.�� ����::o�(.�„CITYA'1"'l"��I�l,�r'.
� �� �����
BY: �,��w�.��..,� � �� �
� ...,.. . ... ... .. .... .. �.�..
�� �"�� N �'.� day of
CITY OF DENTON:
TODD HILEMAN, �' � "i"�" MANAGER
� �
� � a�
B�� ����� � � .���.
�,_�� ,��� ,
CHILDREN'S ADVOCACY CENTER FOl?
DENTON COUNTY, INCORPORATED
BY: � �� �
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BY: �� ,���������� �� � ��� ,°'�,��" �_� �
OARD � 6 ��. �� F�a I � ..�.m� �. _ .
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Page 14 of 18
Exhibit A
Scope of Services
The Scape af Services under this Agreement shall be as fallows:
I
ORGANIZATION shall provide services to minimize the trauma af child abuse ta the children and
nan-affending family members by offering victim services that include client and clinical services.
Client Services pravide justice and support by coordinating the investigative pracess amang the
Denton Palice Department and partner agencies and by assisting families with crime victim services.
The Clinical Services program provides specialized and comprehensive clinical services.
Beneficiaries of the services to be provided hereunder must reside in the City of Denton and
ORGANIZATION shall provide services to child victims and their nan-affending family members.
ft� car�c���w �.ca �c�����71,�.�� the ,.a�,�����i a������� ���div��v ()��� ��"t1�1,/�TION �;k�a��a ��atsv�cl� C���_�call����r�
�w�i �w��,c�^� ta....child <�la�,���..::v7������, a��� �i�i1��i�z�..who ���rv� ��1a���;� �� ����l���t c��zN���.� ����t�l i����� mc��i� ����mi��
f*�r�t�i�ly i���:��ik�a��•�m
• Provide facility and staff to coardinate the investigative process amang the Denton Police
Department and partner agencies and to conduct:
Client Services:
0 on-site forensic interview and assessments
o multidisciplinary case reviews ta insure coordination and pragress af investigations by partner
agencies
o social service referrals and assistance with victim compensation
a social histories and support
o liaison between the families and investigative agencies
o referrals ta community resources, and seasonal assistance programs
Clinical Services:
o individual, group, play and pet therapy
o crisis counseling
o consultation with the multidisciplinary team
o court preparatian services
o psychological testing
�
I 1 '
A unit of service will be the toal by which the CITY and the ORGANIZATION can measure
performance under this agreement. A unit of service shall be defined as client or clinical service for
a child victim or non-affending family members including but not limited to the services as descr�bed
in Section II — Services.
I 1�
ORGANIZATION shall pravide not less than 2,250 units af service to City of Denton residents d»�ing
the contract year. The total number of units of service required constitutes the performance target for
the ORGANIZATION under this Agreement. The ORGANIZATION will provide services to
approximately 250 children ages zero to seventeen and non-offending family members during the
term af this Agreement.
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� ORGANIZATION will serve at least 250 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 in The Advocacy Center°s clinical program.
�"c��������i��i1� (�u��car���
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, neighbonc��ds,
and communities to promote a suitable living environment., as outlined in the 2010-2014 City of
Denton Consalidated Plan. The Children's Advocacy Center for Denton Caunty provides services
necessary to (1) expand the current system of case coordination and centralize informatian amang
service providers and (2) continue allocatian of scarce resources to meet urgent community needs.
Children's Advocacy Center for Denton Caunty benefits the citizens of the City of Denton and
supports a coordinated effort to maximize community resaurces by:
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Page 16 of 1$
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����� Allowable Ex � enditu......m... ._ ........... . �. s ..................... .._.m. .� m ._� �m... ......__ g
p re Bud et Amount
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Fee for Service
$65.59 per 2,250 units of direct service $144,897.00
_— ... ... ......... ___. ---- -------
.......... .........� ...__�..__�.. __
otal $1 , 97.
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