19-1690s:tlegaltotir clacuments\artfinae�ces\19\ordinancc facility impravemei7ts -srbkoc doc
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W�IEREA�, the City Council of the City of Denton finds thai nonprofit facilities within ihe City
limits contributes to a strong�r economy and better quality of life f'or residents; and
WHEREAS, the City of I�enton rec;ognizes the need to support nonprofit service delivery; and
WHEREAS, the City of Denton recogniz�s that �inancial support of nonproiit organizations
serves a public purpose; and
EREAS, CITY anticipat�s adopting a budget for the 2019-20 fscal year for such funds and
included therein an authorized budget for expendiiure of funds for enhancements to AGENCY's
emergency shelter services; and
W E AS, CITY has designated the Co rnunity Develop ent I3ivision as the division
responsible for the administration of this Agreement and all matters pertaining thereto; NO�J
THEREFC�iZE,
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SECTION l. The findings and re�itations contained in the preamble of this Ordinance
are incorporaieci h�rein by reference.
SECTION 2. The City Manager, or his designee, is her�by authorized io execuie the
Agreement with Monsignor ICing Outreach Center and to carry out the duties aild
responsibilities of the City under the agreeinent, including ihe expenditure of funds as provided
fortherein.
SECTION 3. This Ordinance shall beco e effective i �diately upon its passage and
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approval.
The ot�a��� i�> �a����rove ihis ordinane� was made by „��m�� ��_�" ������.;��`� ��� ,��" � and seconded
bY . _. . . "�� � ��� . .� �� .. , the � a� �9 � N°���r r��� was passed and appraved by th�
following vote [ 'Z - �]:
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay
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Abstain Absent
PASSED AND APPROVED this the ���" �� day of ������� ���;���,�' �° �.��� � _�, 2019.
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', I��,�YOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY. ,�� ��`� �, . .m. � � �, " � �
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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This Agreement is made and entered into by and between the City of Denton, a Texas
�����r�e-r���� rr��.Nr�i�ip�l �;�r��r�tion, ac�ir7� by and through its City Manager, pu��a��rwt to
�r�in�r��� ��-��"��.� h�rc�ir��fter refer���d' to as CITY, and the Monsignor King ��.��r�ach
Center (MKOC), 300 S Woodrow Ln, Denton, TX 76205, a Texas non-profit corporation,
hereinafter referred to as AGENCY.
WHEREAS, the City Council of the City of Denton, finds that nonprofit facilities within the
City limits contributes to a stronger economy and better quality of life for residents; and
WHEREAS, the City of Denton recognizes the need to support nonprofit service delivery;
and
WHEREAS, the City of Denton recognizes that financial support of nonprofit organizations
serves a public purpose; and
WHEREAS, CITY has adopted a budget for such funds and included therein an
authorized budget for expenditure of funds for improvements to AGENCY's emergency
shelter facility; and
WHEREAS, CITY has designated the Community Development Division as the division
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 and to the perFormance and accomplishment of the conditions
hereinafter described.
1. TERM
This Agreement shall commence on or as of October 1, 2019, and shall terminate on
September 30, 2020, unless sooner terminated in accordance with Section 25
"Termination."
2. RESPONSIBILITIES
AGENCY 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 AGENCY's executive
officer to be AGENCY's representative responsible for the management of all contractual
matters pertaining hereto, unless written notification to the contrary is received from
AGENCY and approved by CITY.
The CITY's Community Development Manager will be CITY's representative responsible
for the administration of this Agreement.
3. OBLIGATIONS
A. Limit of Liability. CITY will reimburse AGENCY for expenses incurred pursuant and
in accordance with the Project Budget attached hereto as EXHIBIT B and the Scope
of Services herein attached as EXHIBIT A; both incorporated herein by reference.
Notwithstanding any other provision of the Agreement, the total of all payments and
other obligations made or incurred by CITY hereunder shall not exceed the sum of
Eighty Thousand Dollars ($80,000.00).
B. Measure of Liability. In consideration of full and satisfactory services and activities
hereunder by AGENCY and receipt of a requisition for payment with appropriate
documentation of expenditures, CITY shall make payments to AGENCY based on the
Budget in EXHIBIT B, subject to the limitations and provisions set forth in this Section
and Section 7 of this Agreement.
(1) The parties expressly understand and agree that the CITY's obligations under this
Section are contingent upon the actual receipt of adequate funds to meet CITY's
liabilities under this Agreement. If adequate funds are not available or appropriated
to make payments under this Agreement, CITY shall notify AGENCY in writing
within a reasonable time after such fact has been determined. CITY may, at its
option, either reduce the amount of its liability, as specified in Subsection A of this
Section, or terminate the Agreement.
(2) It is expressly understood that this Agreement in no way obligates the CITY to
provide more funds than the amount shown in subsection A above.
(3) CITY shall not be liable for any cost or portion thereof which:
(a) has been paid, reimbursed, or is subject to payment or reimbursement, from
any other source;
(b) was incurred prior to the beginning date or after the ending date specified
in Section 1;
(c) is not in strict accordance with the terms of this Agreement, including all
EXHIBITS hereto;
(d) has not been billed to CITY within 90 calendar days following billing to
AGENCY, or termination of the Agreement, whichever date is earlier; or
(e) is not an allowable cost as defined by Section 10 of this Agreement or the
Project Budget.
(4) CITY shall not be liable for any cost or portion thereof which is incurred with respect
to any activity of AGENCY requiring prior written authorization from CITY, or after
CITY has requested that AGENCY furnish data concerning such action prior to
proceeding further, unless and until CITY advises AGENCY to proceed.
(5) CITY shall not be obligated or liable under this Agreement to any party other than
AGENCY for payment of any monies or provision of any goods or services.
(6) Funding not expended within the period of the Agreement will revert to the City of
Denton budget for use on alternative projects.
C. AGENCY'S Obligations. In consideration of the receipt of funds from the CITY, the
AGENCY agrees to the following terms and conditions:
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(1) Up to Eighty Thousand Dollars ($80,000.00) may be paid to AGENCY by CITY
under this Agreement, and the only expenditures reimbursed from these funds
shall be those in accordance with the Project Budget, EXHIBIT B, for those
expenses listed in the Scope of Services herein attached as EXHIBIT A. AGENCY
shall not utilize these funds for any other purpose.
(2) It will establish, operate, and maintain an account system for these funds that will
allow for tracking of funds and a review of the financial status of the project. The
system will be based on Generally Accepted Accounting Principles.
(3) It will permit authorized CITY officials to review its books at any time.
(4) It will reduce to writing all of its rules, regulations, and policies and file a copy with
CITY's Community Development Office along with any amendments, additions, or
revisions upon reasonable request.
(5) It will not enter into any contracts that would encumber CITY funds for a period
that would extend beyond the term of this Agreement.
(6) 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 CITY's Community
Development Division for further direction.
(7) It will appoint a representative who will be available to meet with CITY officials
when reasonably requested.
(8) It will indemnify and hold harmless CITY, its officers, and employees, from any and
all claims and suits arising out of the project or activities of AGENCY, its
employees, or contractors.
(9) It will submit to CITY copies of year-end audited financial statements.
D. CITY's Rights and Responsibilities. Nothing herein should be construed to authorize
or permit the CITY or CITY representatives, CITY officials, or CITY employees to
exercise control, management, or make operational decisions regarding AGENCY,
shelter operations, or AGENCY's employees, subcontractors, or volunteers.
AGENCY will report to the City Manager any instance of City representatives, City
officials, or City employees attempting to exercise control, management or make
operational decisions, or to otherwise influence the operation of AGENCY, AGENCY's
employees, subcontractors, or volunteers, or the shelter. Reports received by the City
Manager under this provision shall be handled in accordance with City Personnel
Policies if pertaining to employees; the City Manager will forward to the Mayor and
City Council any reports regarding non-employees.
4. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
A. AGENCY assures and certifies that it will comply with all applicable federal laws, laws
of the State of Texas, and ordinances of the City of Denton.
B. AGENCY agrees to abide by the conditions of and comply with the requirements of 2
CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards.
C. AGENCY shall give the CITY and any authorized representative, access to and the
right to reproduce all records belonging to or in use by AGENCY pertaining to this
Agreement. Such access shall continue as long as AGENCY retains the records.
AGENCY shall maintain such records in an accessible location.
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D. AGENCY shall notify the CITY in writing of the qualifications of the subcontractor to
perForm and meet the standards of this Agreement prior to subcontracting. All
subcontracts entered into by the AGENCY will be subject to the requirements of this
Agreement. The AGENCY agrees to be responsible to CITY for the perFormance of
any subcontractor.
5. REPRESENTATIONS
A. AGENCY 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 AGENCY
do hereby warrant and guarantee that he, she, or they have been fully authorized by
AGENCY to execute this Agreement on behalf of AGENCY and to validly and legally
bind AGENCY to all terms, perFormances, and provisions herein set forth.
C. CITY and AGENCY shall have the right, at its option, to either temporarily suspend or
permanently terminate this Agreement if there is a dispute as to the legal authority of
either AGENCY or the person signing the Agreement to enter into this Agreement.
AGENCY is liable to CITY for any money it has received from CITY for perFormance
of the provisions of this Agreement if CITY has suspended or terminated this
Agreement for the reasons enumerated in this Section.
D. AGENCY agrees that the funds and resources provided to AGENCY 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, AGENCY had this
Agreement not been executed.
6. PERFORMANCE BY AGENCY
AGENCY will provide, oversee, administer, and carry out the activities set out in the
Scope of Services in EXHIBIT A, utilizing the funds described in Project Budget in
EXHIBIT B, that are necessary and sufficient for full and satisfactory performance of the
improvements, and in accordance with all other terms, provisions, and requirements of
this Agreement.
7. PAYMENTS TO AGENCY
A. The CITY shall pay to the AGENCY a maximum amount of money not to exceed
Eighty Thousand Dollars ($80,000.00) for activities carried out under this Agreement.
CITY will pay these funds on a reimbursement basis to the AGENCY within twenty
days after CITY has received supporting documentation of eligible expenditures.
Documentation of expenditures must be submitted to the CITY's Community
Development Division by dates required by Community Development. AGENCY's
failure to request reimbursement or provide supporting information on a timely basis
may jeopardize present or future funding. The project must be completed and all
payments requested on or before September 30, 2020. No additional payments will
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be made if the work is not completed and the payment request(s) with appropriate
documentation is not received by September 30, 2020.
B. Funds are to be used for the sole purpose of completing facility improvements based
on the Project Budget in EXHIBIT B. These improvements will support the AGENCY'S
efforts to carry out the activities described in the Scope of Services in EXHIBIT A.
C. Excess Payment. AGENCY shall refund to CITY within ten working days of CITY's
request, any sum of money which has been paid by CITY and which CITY at any time
thereafter determines:
(1) has resulted in overpayment to AGENCY; or
(2) has not been spent strictly in accordance with the terms of this Agreement; or
(3) is not supported by adequate documentation to fully justify the expenditure.
D. Disallowed Costs. Upon termination of this Agreement, should any expense or change
for which payment has been made be subsequently disallowed or disapproved as a
result of any auditing or monitoring by CITY, AGENCY will refund such amount to
CITY within ten working days of a written notice to AGENCY, which specifies the
amount disallowed. Refunds of disallowed costs may not be made from these or any
funds received from or through CITY.
E. Obligation of Funds. In the event that actual expenditure rates deviate from
AGENCY's provision of a corresponding level of perFormance, as specified in EXHIBIT
A, CITY hereby reserves the right to reappropriate or recapture any such under
expended funds.
F. AGENCY will not seek reimbursement, remuneration, or any other payment from the
City under the lease agreement or any other agreement with the City, nor under any
other provision of law, ordinance, or policy, for reimbursement of expenditures on the
facility that are reimbursed in accordance with this agreement.
8. WARRANTIES
AGENCY represents and warrants that:
A. All information, reports, and data heretofore or hereafter requested by CITY and
furnished to CITY, are complete and accurate to the best of AGENCY's knowledge as
of the date shown on the information, data, or report, and, since that date, have not
undergone any significant change without written notice to CITY.
B. Any supporting financial statements heretofore requested by CITY and furnished to
CITY, are to the best of AGENCY's knowledge complete, accurate, and fairly reflect
the financial condition of AGENCY 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
AGENCY.
C. No litigation or legal proceedings are presently pending or threatened against
AGENCY.
D. None of the provisions herein contravene or are in conflict with the authority under
which AGENCY is doing business or with the provisions of any existing agreement of
AGENCY.
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E. AGENCY has the power to enter into this Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acceptance under the terms and
conditions of this Agreement.
F. None of the assets of AGENCY are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial
statements and/or other documents furnished by AGENCY to CITY.
G. Each of these representations and warranties shall be continuing and shall be deemed
to have been repeated by the submission of each request for payment.
9. COVENANTS
A. During the period of time that payment may be made hereunder and so long as any
payments remain unliquidated, AGENCY shall not, without the prior written consent
of the Community Development Manager or his/her authorized representative:
(1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the
assets of AGENCY 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 AGENCY which are allocated to the perFormance of this Agreement and
with respect to which CITY has ownership hereunder.
(2) Sell, assign, pledge, transfer, or otherwise dispose of accounts receivables, notes,
or claims for money due or to become due.
(3) Sell, convey, or lease all or substantial part of its assets.
(4) Make any advance or loan to, or incur any liability for any other firm, person, entity,
or corporation as guarantor, surety, or accommodation endorser.
(5) Sell, donate, loan, or transfer any equipment or item of personal property
purchased with funds paid to AGENCY by CITY, unless CITY authorizes such
transfer.
(6) Enter into any subcontracts with any agency or individual in the perFormance of
this Agreement without the written consent of CITY prior to the execution of such
an agreement or subcontract.
B. CITY's consent as required in Section 9(A), above, shall not be unreasonably
withheld.
10.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. CITY's prior written authorization is required in order for the following to be considered
allowable costs:
(1) CITY shall not be obligated to any third parties, including any contractors or
subcontractors of AGENCY, and CITY funds shall not be used to pay for any
contract service extending beyond the expiration of this Agreement.
(2) Any alternations, deletions, or additions to the Project Budget in EXHIBIT B.
(3) Any fees or payments for consultant services.
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C. Written requests for approval are AGENCY's responsibility and shall be made within
sufficient time to permit a thorough review by CITY. 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.
11. PROGRAM INCOME
A. For purposes of this Agreement, Program Income means earnings of AGENCY
realized from activities resulting from this Agreement or from AGENCY's management
of funding provided or received hereunder. Such earnings include, but are not limited
to, income from interest, usage or rental or lease fees, income produced from contract-
supported services of individuals or employees, or from the use or sale of equipment
or facilities of AGENCY provided as a result of this Agreement, and payments from
clients or third parties for services rendered by AGENCY under this Agreement.
B. AGENCY shall maintain records of the receipt and disposition of Program Income in
the same manner as required for other contract funds, and reported to CITY in the
format prescribed by CITY for other funds. CITY and AGENCY agree that any fees
collected for services perFormed by AGENCY shall be used for payment of costs
associated with service provision. Revenue remaining after payment of all program
expenses for service provision shall be considered Program Income and shall be
subject to all the requirements of this Agreement.
C. AGENCY shall include this Section in its entirety in all of its contracts and subcontracts
which involve other income-producing services or activities.
D. It is AGENCY's responsibility to obtain from CITY a prior determination as to whether
or not income arising directly or indirectly from this Agreement, or the perFormance
thereof, constitutes Program Income. AGENCY is responsible to CITY for the
repayment of any and all amounts determined by CITY to be Program Income, unless
otherwise approved in writing by CITY.
12. MAINTENANCE OF RECORDS
A. AGENCY 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 A and EXHIBIT B, attached hereto, and
with any other applicable Federal and State regulations establishing standards for
financial management.
B. AGENCY'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 AGENCY of fiscal accountability and liability under any other
provision of this Agreement or any applicable law. AGENCY shall include the
substance of this provision in all subcontracts.
C. AGENCY 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 after the termination of all activities funded
under this agreement.
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D. Nothing in the above subsections shall be construed to relieve AGENCY of
responsibility for retaining accurate and current records, which clearly reflect the level
and benefit of services provided under this Agreement.
E. At any reasonable time and as often as CITY may deem necessary, the AGENCY
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 of
employment, and all other data requested by said representatives.
13. REPORTS AND INFORMATION
At such times and in such form as CITY may reasonably require, AGENCY shall furnish
such statements, records, data, and information as CITY may request and deem pertinent
to matters covered by this Agreement. Unless the CITY has granted a written exemption,
AGENCY shall submit an audit conducted by independent examiners in accordance with
Generally Accepted Accounting Principles
14. MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of AGENCY's perFormances under this
Agreement upon reasonable notice to facility.
B. AGENCY agrees that CITY may carry out reasonable monitoring and evaluation
activities to ensure adherence by AGENCY to the Scope of Services in EXHIBIT A,
as well as other provisions of this Agreement.
C. AGENCY agrees to cooperate fully with CITY in the development, implementation,
and maintenance of record-keeping systems and to provide data determined by CITY
to be necessary for CITY to effectively fulfill its monitoring and evaluation
responsibilities.
D. AGENCY agrees to cooperate in such a way so as not to obstruct or delay CITY in
such monitoring and to designate one of its staff members to coordinate the monitoring
process as requested by CITY staff.
E. After each official on-site monitoring visit, CITY shall provide AGENCY with a written
report of monitoring findings, documenting findings and concerns that will require a
written response to the City. An acceptable response must be received by the City
within 60 days from the AGENCY's receipt of the monitoring report or audit review
letter. Future contract payments can be withheld for AGENCY's failure to submit a
response within 60 days.
F. AGENCY shall submit copies of any fiscal, management, or audit reports by any of
AGENCY's funding or regulatory bodies to CITY upon reasonable request.
15. DIRECTORS' MEETINGS
During the terms of this Agreement, AGENCY shall cause to be delivered to CITY copies
of all notices of ineetings 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
Page 8
shall include an agenda and a brief description of the matters to be discussed. AGENCY
understands and agrees that CITY representatives shall be afforded access to all of the
Board of Directors' meetings. Minutes of all meetings of AGENCY's governing body shall
be available to CITY within ten days after Board approval.
16.INSURANCE
A. AGENCY 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 AGENCY, CITY may, at its sole discretion,
approve alternate insurance coverage arrangements.
C. AGENCY will comply with applicable workers' compensation statutes and will obtain
employers' liability coverage where available and other appropriate liability coverage
for program participants, if applicable.
D. AGENCY will maintain adequate and continuous liability insurance on all vehicles
owned, leased, or operated by AGENCY. All employees of AGENCY 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 AGENCY'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 AGENCY.
F. The policy or policies of insurance shall contain a clause which requires that CITY and
AGENCY be notified in writing of any cancellation of change in the policy at least 30
days prior to such change or cancellation.
17. CIVIL RIGHTS / EQUAL OPPORTUNITY
A. AGENCY shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations. The AGENCY shall not discriminate against
any employee or applicant for employment because of race, color, creed, religion,
national origin, gender, age, or disability. The AGENCY will take affirmative action to
ensure 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. The AGENCY 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),
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, and Executive Order
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11063 and Executive Order 11246 as amended by Executive Orders 11375 and
12086.
C. AGENCY 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 AGENCY's non-compliance with the non-discrimination requirements,
CITY may cancel or terminate the Agreement in whole or in part in accordance with
Sections 24 and 25, and AGENCY may be barred from further contracts with CITY.
18. PERSONNEL POLICIES
Personnel policies shall be established by AGENCY and shall be available for
examination. Such personnel policies shall:
A. Include policies with respect to employment, salary and wage rates, working hours
and holidays, vacation and sick leave privileges, and travel;
B. Be in writing; and
C. Be approved by the governing body of AGENCY and by CITY.
19.CONFLICT OF INTEREST
A. AGENCY 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. AGENCY
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. AGENCY further covenants that no member of its governing body or its staff,
contractors, or employees shall possess any interest in or use his position for a
purpose that is or gives the appearance of being motivated by desire for private gain
for himself/herself, or others, particularly those with which he/she has family, business,
or other ties.
C. No officer, member, or employee of CITY and no member of its governing body who
exercises any function or responsibilities in the review or approval of the undertaking
or carrying out of this Agreement shall participate in any decision relating to the
Agreement which affects his or her personal interest or the interest in any corporation,
partnership, or association in which he or she has a direct or indirect interest.
20. NEPOTISM
AGENCY 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 AGENCY or is a member
of AGENCY's governing board. The term "member of immediate family" includes: wife,
husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew,
niece, step-parent, step-child, half-brother, and half-sister.
Page 10
21. POLITICAL OR SECTARIAN ACTIVITY
A. Neither the funds advanced pursuant to this Agreement, nor any personnel who may
be employed by the AGENCY with funds advanced pursuant to this Agreement shall
be in any way or to any extent engaged in any conduct or political activity in
contravention of Chapter 15 of Title 5 of the United States Code.
B. The AGENCY is prohibited from using funds provided herein or personnel employed
in the administration of the program for: political activities; sectarian or religious
activities, lobbying, political patronage, or nepotism activities.
C. The AGENCY agrees that none of the funds or services provided directly or indirectly
under this Agreement shall be used for any partisan political activity or to further the
election or defeat of any candidate for public office, or for publicity, lobbying, and/or
propaganda purposes designed to support or defeat pending legislation. Employees
of the AGENCY connected with any activity that is funded in whole or in part by funds
provided to AGENCY under this Agreement may not under the term of this Agreement:
(1) use their official position or influence to affect the outcome of an election or
nomination; or
(2) solicit contributions for political purposes; or
(3) take an active part in political management or in political campaigns.
22. PUBLICITY
A. Where such action is appropriate, AGENCY shall publicize the activities conducted by
AGENCY under this Agreement to state that the City of Denton has contributed to
make the project possible.
B. All published material and written reports submitted under this project must be
originally developed material unless otherwise specifically provided in this Agreement.
When material not originally developed is included in a report, the report shall identify
the source in the body of the report or by footnote. This provision is applicable when
the material is in a verbatim or extensive paraphrase format.
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 AGENCY shall become the
property of CITY upon receipt.
23.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. AGENCY may not make transfers between or among approved line items within
budget categories set forth in EXHIBIT B without prior written approval of CITY.
AGENCY 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
Page 11
under this Agreement. In addition, budget revisions cannot significantly change the
nature, intent, or scope of the program funded under this Agreement.
C. AGENCY will submit revised budget and program information whenever the level of
funding for AGENCY 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 AGENCY's
compensation. Such changes shall be incorporated in a written amendment hereto,
as provided in Subsection A of this Section.
F. Any alterations, deletion, or additions to the Project Budget incorporated in EXHIBIT
B shall require the prior written approval of CITY.
G. AGENCY 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. AGENCY 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.
24.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:
(1) AGENCY's failure to materially comply with any of the terms of this Agreement.
(2) AGENCY's violation of covenants, agreements, or guarantees of this Agreement.
(3) Termination or reduction of funding by the CITY.
(4) Appointment of a trustee, receiver, or liquidator for all or substantial part of
AGENCY's property, or institution of bankruptcy, reorganization, rearrangement
of, or liquidation proceedings by or against AGENCY.
(5) AGENCY's inability to conform to changes required by Federal, State, and local
laws or regulations as provided in Section 4 of this Agreement.
(6) The commission of an act of bankruptcy.
(7) AGENCY's violation of any law or regulation to which AGENCY is bound or shall
be bound under the terms of the Agreement.
B. CITY shall promptly notify AGENCY in writing of the decision to terminate and the
effective date of termination.
C. CITY may terminate this Agreement for convenience at any time. If CITY terminates
this Agreement for convenience, AGENCY will be paid an amount not to exceed the
total of accrued expenditures as of the effective date of termination.
D. AGENCY may terminate this Agreement in whole or in part by written notice to CITY.
Page 12
E. Upon receipt of notice to terminate, AGENCY 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 AGENCY or AGENCY'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.
25. NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit, or other action is made or brought by any
person(s), firm, corporation, or other entity against AGENCY, AGENCY shall give written
notice thereof to CITY within five 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.
26.INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that CITY is contracting
with AGENCY as an independent contractor and that as such, AGENCY shall save
and hold CITY, its officers, agents, and employees harmless from all liability of any
nature or kind, including costs and expenses for, or on account of, any claims, audit
exceptions, demands, 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 AGENCY.
B. AGENCY 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, employees, or
contractors.
27. NON-RELIGIOUS ACTIVITIES
A. No organization will be prohibited from participating in activities supported by CITY
funding including programs that make funds available through contracts, grants, or
cooperative agreements. AGENCY is prohibited from discriminating against
beneficiaries in providing services or carrying out activities with such assistance based
on religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend
or participate in a religious practice, while also noting that organizations that
participate in programs only funded by indirect CITY or Federal financial assistance
need not modify their program or activities to accommodate beneficiaries who choose
to expend the indirect aid on those AGENCYS' programs.
Page 13
B. Faith based organizations that carry out programs or activities with direct financial
assistance are required to provide written notice of certain protections to beneficiaries
and prospective beneficiaries. Specifically, such organizations are required to give
notice to beneficiaries that:
(1) The organization may not discriminate against a beneficiary or prospective
beneficiary based on religion, a religious belief, a refusal to hold a religious belief,
or a refusal to attend or participate in a religious practice;
(2) The organization may not require a beneficiary to attend or participate in any
explicitly religious activities that are offered by the organization, and any
participation by the beneficiary in such activities must be purely voluntary; and
(3) The organization must separate, in time or location, any privately funded explicitly
religious activities from activities supported by direct Federal financial assistance;
and
(4) If a beneficiary objects to the religious character of the organization, the
organization must undertake reasonable efforts to identify and referthe beneficiary
to an alternative provider to which the beneficiary has no such objection;
(5) A beneficiary or prospective beneficiary may report an organization's violation of
these protections, including any denials of services or benefits by an organization,
by contacting or filing a written complaint to the CITY or the intermediary
administering the program, if applicable.
(a) Faith-based organizations must provide this notice to prospective
beneficiaries prior to enrollment. In the event of an emergency or exigent
circumstances that make it impracticable to provide the written notice in
advance, prospective beneficiaries may receive the notice at the earliest
available opportunity. Current beneficiaries must receive the notice at the
earliest available opportunity.
(b) Faith-based organizations that carry out a program or activity with direct
Federal financial assistance from HUD are to promptly undertake
reasonable efforts to identify an alternative provider if a beneficiary or
prospective beneficiary objects to the religious character of the
organization, and to refer the beneficiary or prospective beneficiary to an
alternative provider to which the beneficiary or prospective beneficiary has
no such objection.
28. MISCELLANEOUS
A. AGENCY 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, which will not
be unreasonably withheld.
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 documentations
to any proposal, content of basic proposal, or contracts and any responses, inquiries,
Page 14
correspondence, and related material submitted by AGENCY shall become the
property of CITY.
D. In no event shall any payment to AGENCY 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
AGENCY. 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.
E. In no event shall performance by the AGENCY hereunder, or any other act or failure
of AGENCY 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 AGENCY of
any breach of covenant or default which may then or subsequently be committed by
CITY. Neither shall such perFormance, act, or omission in any manner impair or
prejudice any right, power, privilege, or remedy available to AGENCY to enforce its
rights hereunder, which rights, powers, privileges, or remedies are always specifically
preserved. No representative or agent of AGENCY may waive the effect of this
provision.
F. This Agreement, together with referenced EXHIBITS, 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, 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. CITY and AGENCY ("PARTIES") shall cooperate and use their best efforts to ensure
that the various provisions of the Agreement are fulfilled. 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, PARTIES agree to act in good faith to undertake
resolution of disputes in an equitable and timely manner and in accordance with the
provisions of this Agreement. If disputes cannot be resolved informally by the
PARTIES on their own, the following procedures shall be used:
1) PARTIES shall first attempt to mediate the dispute. PARTIES shall agree
upon a mediator, or if they cannot agree, shall obtain a list of court-approved
mediators from the Denton County District Clerk and select a mediator by
alternately striking names until one remains. CITY shall strike the first name,
followed by AGENCY, and shall continue in that order until one name remains.2)
If the dispute is not resolved within thirty (30) days after the end of inediation
proceedings, PARTIES may pursue any legal remedy.
H. If AGENCY provides services to the homeless it is required to:
(1) Report homeless data to the Homeless Management Information System (HMIS).
Homeless Management Information System (HMIS): HMIS is a countywide data
management tool designed to facilitate data collection in order to improve human
Page 15
service delivery throughout Denton County. Participation in the Homeless
Management Information System (HMIS) is a requirement per this agreement.
Data entered into HMIS will help our community improve services to individuals
experiencing homelessness by providing accurate information on the extent and
nature of homelessness in our community and by accounting for our success in
helping people move out of homelessness. Participation is also critical to help
Denton and Denton County successfully compete for grants for federal funding,
such as the U.S. Department of Housing and Urban Development's homeless
assistance funds.
(2) Participate in the Denton County Homeless Leadership Team meetings and any
applicable workgroup(s). The Denton County Homeless Leadership Team is a
collaborative, cross-sector team that convenes to improve the planning,
coordination, oversight, and implementation required to create systems change for
housing/homelessness initiatives in Denton County. Further, the Agency is
encouraged to work in partnership with fellow service providers to improve
efficiency and effectiveness.
(3) For purposes of this Agreement, all official communications and notices among the
parties shall be deemed made if sent postage paid to the parties and address set
forth below:
TO CITY:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
w/ a copy to:
City Attorney
City of Denton
215 E. McKinney
Denton, Texas 76201
TO AGENCY:
Board President
Monsignor King Outreach Center
300 S Woodrow Ln
Denton, TX 76205
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.
Page 16
of ����x �� ����� � HICH this Ag�r�e� �ment has been executed on this the �������� day
��ESS OF W
I IT� .�_..�_.�._�.�'� . ,
�
CITY OF DENTON:
BY: �
T�CdC� I�ILEMAN ��������._._.....�..����.......��_��........����.�.
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: ��� �
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�., �,, .�.�
�� ,� � ���..� _
APPROVED AS TO LEGAL FORM;
ARRON LEAL, CITY ATTORNEY
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
��li��ti�ra� and business terms
�...�_�� �.
���.n� �.W_�... ..........�.
°�.,,a� ignature
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Title
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Department
Date Signed;� ���� � ��� ��"�
��_�.....�.__
MONSIGNOR KING OUTREACH
CENTER .,.
�
ROY METZLER
PRESIDENT
ATTEST:
Page 17
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Description of Facility Improvements
Reimbursement for Electrical Improvements, obtaining and installing a Portable Building
for the purpose of expanding space for case management and improved operations, and
for the purchase of Storage Lockers and if funding under this agreement has not been
exhausted, Roofing Repairs, the installation of Drop Ceiling, and the addition of Epoxy
Flooring, resulting in one-time facility improvements for the Monsignor King Outreach
Center shelter facility located at 300 S Woodrow Ln Denton, Texas 76201.
Facility Improvements are necessary to perform the work and services set out in the
companion Grant Agreement between the City of Denton and Monsignor King Outreach
Center dated .
Page 18
rt ..
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._� ;, �
AGENCY shall provide the services listed in this Agreement within the following monetary
limits. In no event shall reimbursement to the AGENCY exceed the lesser of the
AGENCY's costs attributable to the work perFormed and equipment purchased as stated
herein, or sum of $80,000.
Reimbursementforthe Facility Improvements include, Electrical Improvements, purchase
and installation of a Portable Building, and purchase of Storage Lockers. If funding under
this agreement has not been exhausted, reimbursement is also available for Roofing
Repairs, Drop Ceiling and Epoxy Flooring, for the Monsignor King Outreach Center
Facility located at 300 S Woodrow Ln Denton, Texas 76201.
_..._— ............... ..� ... ... ... .._......_...... --- ..... .......
Allowable Expenditure
-- �_ -------- � ... _......... ��m.
Electrical Repair and Upgrades $20,000
Portable ...... .�,,,,,,,,,,,,,,,,m,,,,,,. ____ .. ..... . m .� ..�
Building $50,000
������ Storage Locke.��� ...... . � ............�,,.�..�.�.. � �10,00...�.m...�_ .............
....
0
� Roofin.... Repair.�� .... .... � ...............� �� ....... .�.... �,,. �.
g s
�.�.w_��� ....���. ...�.�.� ..... ................_ .... .....
Drop Ceiling
_� ..............................................................................................�,,,_,,......... .............. ��.�...............�.
Epoxy Flooring
� �.�. _....
Total PROJECT BUDGET ----- ��--------- �� ������� ������� $80,000.00
The amount stated above is an estimate for eligible improvement expenses. Total
reimbursement for all improvements listed shall not exceed the maximum of $80,000
funding. CITY recognizes that AGENCY may identify other sources of funding for any
Allowable Expenditure. The Storage Lockers must be completed, regardless of funding
source, before allocations for Roofing Repairs, Drop Ceiling, or Epoxy Flooring will be
authorized. With prior written authorization from the Community Development Manager
a line item amount may be reallocated to another line item to complete only for the eligible
improvements as listed above. As stated in the agreement, any remaining funding not
expended within the term listed in Section 1 will be returned to the City of Denton budget
to be reappropriated at the CITY's sole discretion.
AGENCY shall provide the CITY with:
� Project budgets;
� Documentation of any additional funding sources including commitments (if other
funding sources are included in the project); and
• AGENCY shall use their best efforts to obtain and provide to CITY three quotes
or bids for each Allowable Expenditure listed above for which reimbursement by
CITY is anticipated.
� Project planning/repair schedule.
Page 19