19-5921 '.',5 MWELMMEMN I IN
WHEREAS, the Children's Advocacy Center for Denton County, Incorporated, a Texas
non-profit corporation, (the "Organization") aids the City of Denton Police Department with the
investigation of • abuse casesand provides client an• clinical services to victims of •
abuse and non -offending families members from the City of Denton, Texas (the "Program"); and
hereof
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of the Program which has been attached hereto and is made a part
by "Public •
WHEREAS,Program is a part of development program as
authorized by .• - of - Local GovernmentCode, intended to help eliminate conditions
detrimental to the public health and safety by providing opportunities and services to low to
moderate persons - • * in Denton that would otherwise notbe •• and
WHEREAS, Program and the Public Agreement _ necessary to assist
preservation an• protection of - public health and safety of • - by • to insure
childthat assistance is provided to aid in the investigation of child abuse cases and that victims of
abuse and non -offending f• •. have adequate client and clinical services;and
- Organization has assur-• the City that the Program be supervisei
r administered by professional personnel counselors or • •
workers to provide - - • families at risk of r - and and
WHEREAS,City Council•that the Public Service Agreement • • the expenditures
provided Agreement - exempt from• - bidding as a procurement n-
• preserve or p • - the public health or of under Section
1 of •cal Government Cr• • as a procurement f•professional services
under- • 1 I of - Local Government••- and
WHEREAS, . City Councilof - City of rn herebfinds- Program and
Publicthe Agreeservement •ortant municipal and public purposes • • are in the
• • NOW, #'
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference.
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 $153,471.00, as provided in the Public Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by
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and seconded by.,��
1lis Ordiluance Was Ixissed and approved by dic fiollo'wi:rig Kok, 01
Aye Nay Abstain Absent
Mayor Chris Watts:"
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:°
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6: ........
PASSED AND APPROVED this the day of�- 2019.
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CHRIS WATTS, MAYOR
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ATTEST:
ROSA RIOS, CITYalt:"11= .
BY:.,..
Pt
2018-2019 SERVICE AGREEMENT BEWT'EFfITHE
CITY OF DENTON, TEXAS AND
CHILDREN'S ADVOCACY CENTER FOR DENTON COUNTY, INCORPORATED
This Agreement is hereby entered into by and between the City of Denton, Texas, aTexas
home -rule municipal corporation, hereinafter referred to as "Cityand Children's Advocacy
Center for Denton County, Incorporated, 1854 Cain St., Lewisville, TX, 75077, a not for profit
corporation, hereinafter referred to as "Organization."
WHEREAS, the Denton Police Department has reviewed the proposal for services and has
determined that Organization performs an important service for the residents of Denton without
regard to race, religion, color, age or national origin, and recommends the purchase of services;
and
paying for contractual services; and
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying for contractual services; and
WHEREAS, City has designated the Denton Police Department with assistance from the
Community Development Division as the department responsible for the administration of this
Agreement and all matters pertaining thereto; and
NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the
mutual obligations, performance, and accomplishment of the conditions hereinafter described.
This Agreement shall commence on October 1, 2018, and shall terminate on September
30, 2019, unless sooner terminated in accordance with Section 25 "Termination."
11. RESPONSIBILITIES
A. Organization hereby accepts the responsibility for the performance of all services and activities
described in the Scope of Services attached hereto as Exhibit "A," and incorporated herein by
reference, in a satisfactory and efficient manner as determined by City, in accordance with the
terms herein. City will consider Organization's executive officer to be Organization's
representative responsible for the management of all contractual matters pertaining hereto, unless
written notification to the contrary is received from Organization, and approved by City.
B. The Denton Chief of Police or designee will be City's representative responsible for the
administration of this Agreement.
C. The Organization certified that the beneficiaries of the activities to be provided MUST reside
the City of Denton. Eligibility dOCLinientation must be included in each beneficiary's file. i
1 111. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. One hundred fifty-three thousand four hundred seventy-one dollars ($153,471.00) may be paid to
Organization by City, and the only expenditures reimbursed from these funds, shall be those in
accordance with the project budget, attached hereto as Exhibit "B" and incorporated 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 maintain an account system for this program that will allow for a
tracing of funds and a review of the financial status of the program.
C. It will permit authorized officials of City to review its books at any time.
D. It will reduce to writing all of its rules, regulations, and policies and file a copy with City's Police
Department along with any amendments, additions, or revisions whenever adopted.
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 promptly reported to the Denton Police Department or their
appointed representative in Community Development.
G. It will appoint a representative who will be available to meet with City officials when requested,
H. It will indemnify and hold harmless City from any and all claims and suits arising out of the
activities of Organization, its employees, and/or contractors.
I. It will submit to City copies of year-end audited financial statements.
IV. COMPLIANCE WITH FEDER S ' ' ' " AND LOCAL L,AWS
Organization shall comply with all applicable laws, including but not limited to laws of t
State of Texas and ordinances of the City of Denton. I
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A. Organization assures and guarantees that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Agreement.
B. The person or persons signing and executing this Agreement on behalf of Organization, do hereby
warrant and guarantee that he, she, or they have been fully authorized by Organization to execute
this Agreement on behalf of Organization and to validly and legally bind Organization to all terms,
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C. City shall have the right; at its option, to either temporarily suspend or permanently terminate th,9m
Agreement if there is a dispute as to the legal authority of either Organization or the person signi
the Agreement to enter into this Agreement. Organization is liable to City for any money it h
received from City for performance of the provisions of this Agreement if City has suspended
terininated this Agreement for the reasons enumerated in this Section. I
IWI. Organization agrees that the funds and resources provided Organization under the terms of this
Agreement will in no way be substituted for funds and resources from other sources, nor in any
way serve to reduce the resources, services, or other benefits which would have been available to,
or provided through, Organization had this Agreement not been executed.
VI. PERFORMANCE BY ORGANIZATION
A. Organization will provide, oversee, administer, and carry out all of the activities and services set
out in the scope of services, attached hereto and incorporated herein for all purposes 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 performance of the program, as determined solely by City and in accordance with all
other terms, provisions and requirements of this Agreement.
B. No modifications or alterations may be made in the Scope of Services without the prior written
approval of the City's Chief of Police.
VIL PAYMENTS
A. Payments to Organization. City shall pay to Organization a maximum amount of money not to
exceed one hundred fifty-three thousand four hundred seventy-one dollars ($153,471.00) for
services rendered under this Agreement. City will pay these funds on a reimbursement basis to
Organization within 15 days after City has received supporting documentation. Organization's
failure to request reimbursement on a timely basis may jeopardize present or future funding.
B. Excess Payment. Organization shall refund to City within ten working days of City's request, any
surri of money which has been paid by City and which City at any time thereafter determines:
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2. has not been spent strictly in accordance with the terms of this Agreement; or
3. is not supported by adequate documentation to fully justify the expenditure.
C. Organization's reimbursement request for any one month period will not exceed one -tenth (I /10)
of any budgeted line items for costs as specified in Exhibit "B."
D. De -obligation of Funds/Reversion of Assets. In the event that actual expenditures deviate from
Organization's provision of a corresponding level of performance, as specified in Exhibit "A," City
hereby reserves the right to re -appropriate or recapture any such under expended funds. If City
finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract,
City may require a refund of any and all money expended pursuant to this Contract by
Organization, as well as any remaining unexpended funds which shall be refunded to City within
ten working days of a written notice to Organization to revert these financial 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. Contract Close Out. Organization shall submit the contract close out package to City, together with
a final expenditure report, for the time period covered by the last invoice requesting reimbursement
of funds under this Agreement, within 15 working days following the close of the contract period.
Organization shall utilize the form agreed upon by City and Organization.
V111. WARRANTIES
Organization represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by City and furnished to City,
are complete and accurate as of the date shown on the information, data, or report, and, since tha�i
date, have not undergone any significant change without written notice to City.
B. Any supporting financial statements heretofore requested by City and furnished to City, are
complete, accurate and fairly reflect the financial condition of Organization on the date shown on
said report, and the results of the operation for 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
1111111 ��111 1111111
D. None of the provisions herein contravene or are in conflict with the authority Linder which
Organization is doing business or with the provisions of any existing indenture or agreement of
Organization.
E. Organization has the power to enter into this Agreement and accept payments hereunder, and has
taken all necessary action to authorize such acceptance under the terms and conditions of this
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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.
IX. COVENANTS
During the period of time that payment may be made hereunder and so • as any
payments remain unliquidated, Organization shall not, • the prior written consent • the
Community • Administrator or her authorized representative:
A. Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of
Organization now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens,
or other encumbrances to remain on, or attached to, any assets of Organization which are allocated
to the performance of this Agreement and with respect to which City has ownership hereunder.
B. Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for
money due or to becorne due.
C. Sell, convey, or lease all or substantial part of its assets.
D. Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation
as guarantor, surety, or accommodation endorser.
E. Sell, donate, loan or transfer any equipment or item of personal property purchased with funds
paid to Organization by City, unless City authorizes such transfer.
X. ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred directly and specifically in the performance
of and in compliance with this Agreement and in conformance 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 authorization is required in order for
the following to be considered allowable costs:
1. Encumbrances or expenditures during any one month period which exceeds one -tenth I/ 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 beyond the expiration of this
Agreement.
3. Out of town travel.
4. Any alterations or relocation of the facilities on and in which the activities specified 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.
& Fees for attending out of town meetings, seminars or conferences.
C. 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 approval by
City prior to the commencement of procedures to solicit or purchase services, equipment, or real
or personal property. Any procurement 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.
D. Expenditures will not be reimbursed to Organization for the purchase of real property or
equipment. These are not allowable costs under this agreement.
XL MAINTENANCE OF RECORDS
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
provisions of Exhibit "B," attached hereto, and with any other applicable Federal and State
regulations establishing standards for financial management. Organization's record system 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, documents, 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 benefit of services,
provided under this Agreement.
D. At any reasonable time and as often as City may deem necessary, 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, examine, make excerpts and copies of such
records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data requested by said representatives.
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XIL REPORTS AND INFORMATION
A. At such times and in such form as City may require, Organization shall furnish such statements,
records, data and information as City may request and deem pertinent to matters covered by this
Agreement.
B. Organization shall submit quarterly beneficiary and financial reports to City no less than once each
three months. The beneficiary report shall detail client information, including race, income, female
head of household and other statistics required by City. The financial report shall include
information and data relative to all programmatic and financial reporting as of the beginning date
specified in Section I of this Agreement.
C. Unless the City has granted a written exemption, Organization shall submit an audit conducted by
independent examiners with ten days after receipt of such.
Organization agrees to participate in an implementation and maintenance system whereby t
services can be continuously monitored. Organization agrees that City may carry out monitori
and evaluation activities to ensure adherence by Organization to the Scope of Services, a
Program Goals and Objectives, which are attached hereto as Exhibit "A," as well as oth
provisions of this Agreement. Organization agrees to cooperate fully with City and provide da
determined by City to be necessary for City to effectively fulfill its monitoring and evaluati
r 11
responsibilities. Organization agrees to cooperate in such a way so as not to obstruct or delay cil
in such monitoring and to designate one of its staff to coordinate the monitoring process
re�oueoted bo, Cit
City at City's discretion. In addition, Organization agrees to provide City the following data a
reports, or copies thereof- I
A. All external or internal audits. Organization shall submit a copy of the annual independent audit
to City within ten days of receipt.
B. All external or internal evaluation reports.
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 months financial statements. Each
statement shall include current and year-to-date period accounting of all revenues, expenditures,
outstanding obligations and beginning and ending balances. Financial reports shall be due to City
within 15 working days after the completion of each quarter.
E. An explanation of any major changes in program services.
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F. To comply with this section, 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 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 Agreement for the period
of time and under the conditions specified 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.
® DIRECTORS'MEETINGS
A. During the term of this Agreement, Organization 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 description of the matters to be discussed. Organization understands and agrees that City's
representatives shall be afforded access to all meetings of its Board of Directors.
B. Minutes of all meetings of Organization's governing body shall be available to City within ten days
after Board approval.
XV. INSURANCE
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. Upon request
of Organization, City may, at its sole discretion, approve alternate insurance coverage
arrangements.
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 Linder
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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.
XVI. CIVIL RIGHTS / E01JAL OPPORTUNITY AND
C0Mt'IJAN(.1'E WFIJI 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 Civil Rights
Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b)
and Section 109 of Title I 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 amended by Executive Orders 11375 and 1206.8
C 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.
Personnel policies shall be established by ORGANIZATION and shall be available for
A. Be no more liberal than CITY's personnel policies, procedures, and practices, including
policies with respect to employment, salary and wage rates, working hours and holidays,
fringe benefits, vacation and sick leave privileges, and travel; and
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XV111. CONFLICT'OF INTEREST
A. Organization covenants that neither it nor any mernber 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 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 oremployees shall possess any interest in or use his/her position for a
purpose that is or gives the appearance of being motivated by desire for private gain for
himself/herself, or others; particularly those with which he/she has family, business, or
other ties.
C. No officer, member, or employee of City and no member of its governing body who
exercises any function or responsibilities in the review or approval of the undertaking or
carrying out of this Agreement shall participate in any decision relating to the Agreenient
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.
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 member of
JU@anization's LloverninU board. The term "member of immediate familp" includes: wife, husband,,
son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, stepparent,
stepchild, half-brother and half-sister.
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, disseminatinl� information (Cre%ared or distributed bg or for
medium shall state that City of Denton funding has made the services possible.
XX1. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written
amendment executed by both parties, except when the terms of this Agreement expressly
provide that another method shall be used.
B. 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 form prescribed by City, and such request for revision shall not increase the
total monetary 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 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 understood and agreed by the parties hereto that changes in the State, Federal or local
laws or regulations pursuant hereto may occur during the term of this Agreement. Any such
modifications are to be automatically incorporated into this Agreement without written
amendment hereto, and shall become a part of the Agreement on the effective date specified
by the law or regulation.
E. City may, from time to time during the term of the Agreement, request changes in Exhibit
"A" which may include an increase or decrease in the amount of Organization's
compensation. Such changes shall be incorporated in a written amendment hereto, as
provided in Subsection A of this Section.
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
performed under this Agreement at least 30 calendar days in advance of the change.
H. Organization shall notify City of any changes in personnel or governing board composition.
I. It is expressly understood that neither the performance of Exhibit "A" for any program
contracted hereunder nor the transfer of funds between or among said programs will be
permitted.
XX11. SUSPENSION OF FUNDING
A. 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.
It. 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,
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or impounded during the suspension period. If however, City determines that Organization
has not come into compliance, the provisions of Section 25 may be effectuated.
XXIII. TERMINATION
A. City may terminate this Agreement for cause under any of the following reasons or for
other reasons not specifically enumerated in this paragraph:
• Organization's failure to attain compliance during any prescribed period of
suspension as provided in Section 24.
• Organization's failure to materially comply with any of the terms of this
Agreement.
• Organization's violation of covenants, agreements or guarantees of this Agreement.
• Termination or reduction of funding by the City of Denton.
• The commission of an act of bankruptcy. Appointment of a trustee, receiver or
liquidator for all or substantial part of Organization's property, or institution of
bankruptcy, re -Organization, rearrangement of or liquidation proceedings by or
against Organization.
• Organization's inability to conform to changes required by Federal, State and local
laws or regulations as provided in Section 4, and Section 2, of this Agreement.
• Organization's violation of any law or regulation to which Organization is bound
or shall be bound under the terms of the Agreement.
Finding by City that Organization:
• is in such unsatisfactory financial condition as to endanger performance
under this Agreement;
has allocated inventory to this Agreement substantially exceeding
reasonable requirements;
is delinquent in payment of taxes, or of costs of performance of this
Agreement in the ordinary course of business.
B. City shall promptly notify Organization in writing of the decision to terminate and thiv
effective date of termination. Simultaneous notice of pending termination may be made t*
other funding source specified in Exhibit '113.11
C. City may terminate this Agreement 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 ratio to the total compensation as
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the services actually performed bears to the total services of Organization covered by the
Agreement, less payments previously made.
D. Organization may terminate this Agreement in whole or in part by written notice to City,
if a termination of outside funding occurs upon which Organization depends for
performance hereunder. Organization may opt, within the limitations of this Agreement, to
seek an alternative funding source, with the approval of City, provided the termination by
the outside funding source was not occasioned by a breach of contract as defined herein or
as defined in a contract between Organization and the funding source in question.
E. Organization may terminate this Agreement upon the dissolution of Organization's
Organization not occasioned by a breach of this Agreement.
F. Upon receipt of notice to terminate, Organization shall cancel, withdraw or otherwise
terminate any outstanding orders or subcontracts, which relate to the performance of this
Agreement. City shall not be liable to Organization or Organization's creditors for any
expenses, encumbrances or obligations whatsoever incurred after the termination date
listed on the notice to terminate referred to in this paragraph.
G. Notwithstanding any exercise by City of its right of suspension or termination,
Organization shall not be relieved of liability to City for darriages sustained by City by
virtue of any breach of the Agreement by Organization, and City may withhold any
reimbursement to Organization until such time as the exact amount of damages due to City
from Organization is agreed upon or otherwise detennined.
I -- ------- - -------- --------- - - -----
In the event that any claim, derriand, suit or other action is made or brought by any
person(s), firm, corporation or other entity against Organization, Organization shall give written
notice thereof to City within two working days after being notified of such claim, demand, suit or
other action. Such notice shall state the date and hour of notification of any such claim, demand,
suit or other action; the names and addresses of the person(s), firm, corporation or other entity
making such claim, or that instituted or threatened to institute any type of action or proceeding-,
the basis of such claim, action or proceeding; and the name of any person(s) against whom such
claim is being made or threatened. Such written notice shall be delivered either personally or by
mail.
A. It is expressly understood and agreed by both parties hereto that City is contracting wi
Organization as an independent contractor and that as such, Organization shall save and ho
od ooabao
311,
City, its fficers, agents anemplyees harmless frm all liility of ny nature♦r kin
including costs and expenses for, or on account of, any claims, audit exceptions, dernan
suits or damages of any character whatsoever resulting in whole or in part from the
performance or omission of any employee, agent or representative of Organization.
B. Organization agrees to provide the defense for, and to indemnify and hold harmless City its
agents, employees, or contractors from any and all claims, 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 implementation except to the extent caused by the
willful act or omission of City, its agents or employees.
XXVI. NON -RELIGIOUS ACTIVITIES
The Organization will provide all services under this Agreement in a manner 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.
XXVIL MISCELLANEOUS
A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder, to any party or parties, bank, trust company or other
financial institution without the prior written approval of City.
B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining
provisions shall remain in full force and effect and continue to conform to the original intent
of both parties hereto.
C. All reports, documents, studies, charts, schedules, or other appended documentation to any
proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence
and related material submitted by Organization shall become the property of City upon receipt.
D. Debarment: Organization certifies that they are not listed on the Excluded Parties List System
(EPLS), which list the debarred, suspended or otherwise excluded from or ineligible for
participation in federal assistance programs under Executive Order 12549 and 24 CPR 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 or more instances upon the terms and conditions of this Agreement constitute
or be construed in any way to be a waiver by City of any breach of covenant or default which
may then or subsequently be committed by Organization. Neither shall such payment, act, or
omission in any manner impair or prejudice any right, power, privilege, or remedy available to
City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always
specifically preserved. No representative or agent of City may waive the effect of this
provision.
F. This Agreement, together with referenced exhibits and attachments, constitutes the entire
agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding or other commitment antecedent to this Agreement, whether written or oral,
IMEDMI
shall have no force or effect whatsoever; nor shall an agreement, assertion, statement,
understanding, or other commitment occurring during the term of this Agreement, or
subsequent thereto, have any legal force or effect whatsoever, unless properly executed in
writing, and if appropriate, recorded as an amendment of this Agreement.
G. In the event any disagreement 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 ultimately responsible, will have the final authority
to render or to secure an interpretation.
H. For purposes of this Agreement, Any notice or other written instrument required or permitted
to be delivered under the terms of this Agreement shall be deemed to have been delivered,
whether actually received or not, when deposited in the United States mail, postage prepaid,
registered or certified, return receipt requested, addressed to Organization or City, as the case
may be, at the following addresses:
City Organization
City Manager Children's Advocacy Center for Denton County,
City of Denton Inc.
215 E. McKinney
Denton, Texas 76201 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 1"I NI:`SS °�"116.�R t�la the lsalbli�;s h .��c c�c� 1it�c1 ti�is Airm�.cM��e1�1 �s of tl�c° _ i �� _ day of
20
19
ATTEST: -Wq ,
ROSA, RIOS, CITY SECRETARY
BY:d
CITY OF DENTON:
TODD HILEMAN, CITY MANAGER
BY:,...�. „ _� . __r ---------
Page 15 of 20
APPROVED AS TO LEGAL FORM:
CHILDREN'S ADVOCACY CENTER FOR
DENTON COUNTY, INCORPORATED
..
I.N9:("I-r1,1v1 1. ll l°;
A'
BOMW SECRETARY
Page 16 of 20
Exhibit A
ORGANIZATION shall provide services to minimize the trauma of child abuse to the children and
non -offending family members by offering victim services that include client and clinical services.
Client Services provide justice and support by coordinating the investigative process among the
Beneficiaries of the services to be provided hereunder must reside in the City of Denton and
A0,L1_GU,V,J7_1JLUV2i i
In order io c ).ru )I U. the a req(� t n actin rpy..Q%iANIZATl0N shall �LrC!dc It _0.9wng
ser}etc es to clidd abusQ, victii who have w1wess a violei t crime and non-offiendu
. ................ . ......... . . . ........... .. . ....... .... . ...
family members:
Provide facility and staff to coordinate the investigative process among the Denton Police Department
and partner agencies and to conduct:
Client Services:
o on -site forensic interview and assessments
o multidisciplinary case reviews to insure coordination and progress of investigations by partner
agencies
• social service referrals and assistance with victim compensation
• social histories and support
• liaison between the families and investigative agencies
• referrals to Community resources, and seasonal assistance programs
Clinical Services:
• individual, group, play and pet therapy
• crisis Counseling
• consultation with the multidisciplinary team
• court preparation services
• psychological testing
A unit of service will be the tool by which the CITY and the ORGANIZATION can measure
performance tinder this agreement. A unit of service shall be defined as client or clinical service for
PSM AIW-A P?QV i X * ---e
in Section 11 — Services.
ORGANIZATION shall provide not less than 2,250 units of service to City of1enton res
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 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 incorporated by reference herein. In
no event shall compensation to the ORGANIZATION exceed the lesser of the ORGANIZATION'S
costs attributable to the work performed as stated herein, or sum of one hundred fifty-three thousmil
four hundred seventy-one dollars ($153,471.00).
SECTION V — OUTCOMES
Direct Service Outcome
The services provided as the terms of this agreement will assist the ORGANIZATION in providing
comprehensive services to child abuse victims, or children who have witness a violent crime, 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 emotional healing
through:
• 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.
Community 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, neighborhoods,
and communities to promote 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 system of case coordination and centralize information among
service providers and (2) continue allocation of scarce resources to meet urgent community 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 Department, Child Protective Services, and
appropriate service providers on the investigation and prosecution of cases.
Wt�
s Promoting collaboration between agencies through the use of their facilities for interviews, office
space, case reviews, and other services.
* Offering a variety of therapy sessions to assist victims and non -offending family members in the
emotional healing process.
0, , I
SOM
�M
..... . . .. . ...... . . . ..... . ...... .............. . . . . . . . . — I --
Allowable Expenditure Budget Amount
§e r'-v i c `e— . ..... ...... . . . . .. . . ...... $153,471.00
$68.21 per 2,250 units of direct service
..... .............. . ......... . ............ ... . ...... . . .. .... . . . . . .. .. .................. . ................ . . . ...... . ....... .. .. .. ..... . . .. .. . ... .. . ............... - ------ - - -----------------
Total $153,471.00
. .... . . . . . . ..................................... . . ............................................ . . . . . . ............ . . ................. . . . . ........ . . . ....... . . ...... ....... . . . .... . .... . ..... . ..... . —11-1 ----------- - --------
Children's Advocacy Center for Denton County will be reimbursed monthly on a fee for servi
basis for services provided to residents of the City of Denton. Fees for particular services are
described above. I