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21-122321 -1223 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE WITH OUR DAILY BREAD, INC. A MANAGEMENT SERVICES AND OPERATING AGREEMENT TO MANAGE AND OPERATE THE FACILITY LOCATED AT 909 N. LOOP 288 TO PROVIDE SERVICES TO PEOPLE EXPERIENCING, OR AT RISK OF EXPERIENCING, HOMELESSNESS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) recognizes a need to help individuals who are homeless, at risk of homelessness, or experiencing chronic homelessness, each as defined by the Department of Housing and Urban Development (24 CFR 91.5) and in the McKinney-Vento Homeless Assistance Act, as amended, (42 U.S.C. 11371 et seq.), and to address barriers to housing stability and challenges such as income, food insecurity, transportation, chronic illness, disability, addiction, or mental illness; and WHEREAS, the City purchased and will renovate a property located at 909 N. Loop 288, Denton, Texas (the “Loop 288 Facility”) to be used to provide day services, emergency shelter services, and other beneficial services for individuals experiencing, or at risk of experiencing, homelessness (the “Services”); and WHEREAS, the City has determined that management of the Loop 288 Facility will be provided pursuant to Chapter 252 of the Texas Local Government Code which allows the City to enter into an agreement with a nonprofit organization for management services to operate a facility for which the organization provides significant fInancial or other benefits; and WHEREAS, the City has negotiated with Our Daily Bread, Inc. a Management Services and Operating Agreement, attached hereto as Exhibit A and incorporated herein by reference, to manage and operate the Loop 288 Facility to provide the Services (the “Loop 288 Agreement”); and WHEREAS, the City has determined that entering into the Loop 288 Agreement serves a municipal and public purpose, is in the public interest, and is of benefit to the citizens of the City; NOW THEREFORE, 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 designee, is hereby authorized to execute the Loop 288 Agreement. SECTION 3. The City Manager, or designee, is hereby authorized to expend funds as provided for in the Loop 288 Agreement, and to take any other actions as may be necessary or convenient, in the reasonable opinion of either the City Manager or the City Attorney, to carry out the City’s rights and obligations under the Loop 288 Agreement. Page 1 SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by seconded by :Fec,se ba_N ~, S . The ordinance was passed and approved by the following vote [L - a : Aye ./ ,/ J -L -L ,/ ~/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED thI, th, td d,y ,f T’nl . 2021 GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY L\1111111FD ••a aa APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY ": Page 2 EXHIBIT A MANAGEMENT SERVICES AND OPERATING AGREEMENT BETWEEN THE CITY OF DENTON AND OUR DAILY BREAD This Management Services and Operating Agreement (“Agreement”) is made and entered into by and between the City of Denton, a Texas home-rule municipal corporation, hereinafter referred to as CITY, acting by and through its City Manager, pursuant to Ordinance 21- aand Our Daily Bread, Inc. at 300 West Oak Street, Suite 100 Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as ORGANIZATION. WHEREAS, the CITY recognizes a need to help individuals who are homeless, at risk of homelessness or are experiencing chronic homelessness, each as defined by the Department of Housing and Urban Development (24 CFR 91.5) and in the McKinney-Vento Homeless Assistance Act, as amended (42 U.S.C. 11371 et seq.) and to address barriers to housing stability and challenges such as income, food insecurity, transportation, chronic illness, disability, addiction, or mental illness; and WHEREAS, CITY owns a property, including a building and other improvements, located at 909 North Loop 288, Denton, Texas that is suitable for use to provide day services, emergency shelter services, and other beneficial services for individuals experiencing homelessness (the "FACILITY" ); and WHEREAS, CITY has adopted a budget and included therein authorization for the expenditure of funds to support the provision of services at the FACILITY to individuals experiencing homelessness or who are at risk of homelessness; and WHEREAS, the CITY has determined that management of the FACILITY will be provided pursuant to Chapter 252 of the Texas Local Government Code which allows CITY to enter into an Agreement with a non-profit organization for management services to operate a facility for which the organization provides significant financial or other benefits; and WHEREAS, the CITY has selected ORGANIZATION to manage and operate the FACILITY to provide services to individuals and families for the purpose of making homelessness rare, brief and nonrecurring; and WHEREAS, CITY has designated Community Services as the division responsible for the administration of this Agreement and all matters pertaining thereto on behalf of CITY; and WHEREAS, the CITY has determined that entering into this Agreement with ORGANIZATION serves a public purpose, is in the public interest, and is of benefit to the citizens of CITY. NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound, to the mutual obligations, terms and conditions hereinafter described. SECTION 1. TERM AND DEFINITIONS A. Term. The term of this Agreement shall commence on the thirtieth (30th) day after the FACILITY is issued a certificate of occupancy, and shall terminate on the fifth (5th) anniversary of such commencement date, unless sooner terminated as provided herein or because funding is no longer available. B Renewal. The CITY shall have the right, but not the obligation, to extend the term of this Agreement for up to three (3) additional one-year periods, for which the annual limit under Section 10. A. and the City’s obligation under Section 16.A shall be as follows: $350,000 for the first year extension period, $275,000 for the second year extension period, and $200,000 for the third year extension period; each of which is subject to the provisions of Section 5. C. Definitions. Capitalized terms shall have the meanings set forth in this Agreement or in Exhibit E, which exhibit is incorporated herein by reference. SECTION 2. RESPONSIBILITIES A. B Authorization and Qualification to Perform Steps. ORGANIZATION represents that it is fully authorized, qualified, and competent to perform the services described herein. Beneficiaries of Services. ORGANIZATION certifies that the activities carried out pursuant to this Agreement with CITY funds shall benefit individuals and families experiencing and at-risk of homelessness subject to and in accordance with the terms and conditions of this Agreement. Scope of Services. ORGANIZATION hereby accepts the responsibility for the performance of all services and activities described in this Agreement, including but not limited to those described in the SCOPE OF SERVICES attached hereto as Exhibit A and incorporated herein by reference, in accordance with the terms and conditions set forth herein in a satisfactory and efficient manner as determined by CITY in its sole discretion. CITY will consider ORGANIZATION’s Executive Director to be ORGANIZATION’s point of contact and its representative responsible for the management of all contractual and administrative matters pertaining hereto, unless written notification to the contrary is provided by ORGANIZATION to CITY and approved in writing by CITY. Operating Responsibility. ORGANIZATION shall perform all services under this Agreement and all services necessary to successfully manage and operate the FACILITY in accordance with this Agreement. ORGANIZATION shall have complete operating responsibility for the FACILITY, including the day use section, the food service section, the shelter section, other program services section and the exterior sections of the FACILITY. ORGANIZATION’S management and operational duties shall encompass, but not be limited to, the following areas: staffing, shelter space, laundry, storage, and meal services for Guests; coordination of co-located and independent services to be offered to Guests such as social, legal, governmental, medical, and dental; facility maintenance, Good Neighbor Policy and Practices as set forth in Exhibit A, and security; Guest case management, Guest and services tracking C. D Page 2 and reporting; operational budgeting; fundraising for operation of the FACILITY and services; and any other necessary services or activities. Agreement Administration. This Agreement shall be administered on behalf of CITY by the CITY’s Community Services Manager (“Manager"). ORGANIZATION shall work closely with Manager, his or her designee, and other CITY officials, as appropriate, and shall perform any and all related tasks required by Manager in order to fulfill the purposes of this Agreement. At the request of Manager, ORGANIZATION will provide reports and will participate from time to time in briefing of the City Council of the CITY. Advisory Board. The ORGANIZATION agrees to establish an Advisory Board as described herein within a reasonable time following the execution of this Agreement but prior to the commencement of the term of this Agreement. The Advisory Board will provide advice and make recommendations to the Board of Directors of the ORGANIZATION in connection with the operation and management of the FACILITY, the services provided at or from the FACILITY and the ORGANIZATION’s performance of its obligations under this Agreement. The ORGANIZATION President, or co-Presidents, as applicable, along with ORGANIZATION staff, shall support the Advisory Board by providing reports and responding to information requests from the Advisory Board, and the ORGANIZATION President, or co-Presidents, as applicable, shall act as the liaison between the Advisory Board and the Board of Directors of the ORGANIZATION. The Advisory Board shall have seven (7) members comprised of the following: two members appointed by the ORGANIZATION, two members appointed by Denton County, two members appointed by the CITY and one member appointed by the United Way of Denton County, Inc. The Advisory Board shall meet no less frequently than once each calendar quarter. The Advisory Board shall establish and adopt bylaws to govern the operation of the Advisory Board specifying the election of a chairperson, the structure and method for providing advice and recommendations to the Board of Directors of the ORGANIZATION and such other guidelines, rules and policies as the Advisory Board deems appropriate. E. F. SECTION 3. THE FACILITY A. B. C Ownership. CITY is the sole owner of the property, building and other improvements that comprise the FACILITY. Nothing in this Agreement shall be construed to inhibit or affect the authority of CITY in exercising its ownership rights over the FACILITY. No Required CITY Insurance. CITY may, but is not required to, purchase any insurance for the FACILITY or for FACILITY operations. ORGANIZATION is required to obtain and maintain insurance as specified in Section 25. Maintenance and Operations Specifications. Written maintenance and operation specifications provided to CITY by the construction contractor upon CITY’s acceptance of the FACILITY from the construction contractor, will be provided to ORGANIZATION on or around the date ORGANIZATION takes possession. The maintenance and operation requirements and procedures identifying the responsibilities and obligations of ORGANIZATION and CITY as to the maintenance of the FACILITY are set forth in Exhibit D to this Agreement, which exhibit is incorporated herein by reference. Repairs required due to ORGANIZATION’S failure to maintain the FACILITY in accordance with the maintenance and operations specifications Page 3 provided and Exhibit D will be performed by or on behalf of CITY and will be charged to ORGANIZATION and deducted from CITY’s monthly payments to ORGANIZATION, as described in Exhibit B, which exhibit is incorporated herein by reference. SEcrioN 4. OPERATING BUDGET A.Operating Budget and Plan. On or before the execution of this Agreement and, thereafter, annually by no later than May 1st or at least 15 calendar days prior to City Council consideration of the annual funding approval, whichever is earlier, for each upcoming year period from October 1st through September 30th (each such year period, an “Agreement Year”), ORGANIZATION shall submit its proposed comprehensive plan for operations (including a staffing plan as outlined in Exhibit C, which exhibit is incorporated herein by reference) of the FACILITY and an annual operating budget for the FACILITY for the ORGANIZATION’s fiscal year period (January 1st to December 31st), to Manager for CIPr’s review and analysis during CITY’s annual budget approval process. The ORGANIZATION’S annual operating budget for the FACILITY will include all revenues and expenses, provided that in-kind contributions from third parties may only be included as revenue and expenses if approved under paragraph G of this section. In-kind value received from the CITY for the FACILITY shall not be included in the operating budget for the FACILITY. In each proposed comprehensive plan and operating budget for the FACILITY submitted to Manager, ORGANIZATION shall include its proposed fundraising plan and proposed expenditures. The CITY reserves the right to meet with ORGANIZATION’S Chief Financial Officer and/or accounting personnel to discuss the annual operating budget for the FACILITY at any time to review the budget and to recommend changes as the CITY deems appropriate or to increase the ORGANIZATION’S effectiveness. The ORGANIZATION will consider the CITy’s recommendations and will incorporate those recommendations or meet with the Manager to collaborate in good faith to determine any adjustments necessary or appropriate. Following such review process, the ORGANIZATION’S initial and each subsequent annual operating budget for the FACILITY, staffing plan, and fundraising plan shall be deemed to be included in and shall be attached as Exhibit C hereto without the need for a formal written amendment ORGANIZATION Operating Funds. ORGANIZATION shall engage in fundraising efforts as further described in Section 6 to ensure that it has or will have received throughout the Agreement Year sufficient operational, maintenance, and program services funds to operate the Facility per the terms and conditions of this Agreement. The CITY has no obligation to support the ORGANIZATION’s operations budget except as expressly provided in this Agreement. ORGANIZATION Proof of Funding. By September 1st of each year, ORGANIZATION shall provide proof acceptable to CITY accounting for all of the funds necessary to operate the Facility for the upcoming Agreement Year beginning October 1st. ORGANIZATION may provide proof of the necessary funds in the following forms: letter of commitment, bank statements, and other proof that the Manager may deem acceptable. If ORGANIZATION knows or anticipates that it will not have its funding contribution in place by October 1st of an Agreement Year, ORGANIZATION must provide CITY with advance written notice that it will B. C Page 4 not meet this obligation as soon as such determination is made or by September 1st, whichever is earlier Cash Operating Reserve. ORGANIZATION shall maintain a two (2) month cash operating reserve in an amount sufficient to pay all costs and expenses anticipated to be incurred during a typical two month period; provided, however, ORGANIZATION shall not be required to maintain a cash operating reserve in excess of $1,500,000. The cash operating reserve must be fully funded and maintained throughout the term of the Agreement. Separate Accounts, Commingled Funds, and Financial Risk Mitigation. ORGANIZATION shall maintain separate bank accounts for the FACILITY operating budget and the FACILITY cash operating reserve. ORGANIZATION shall not co-mingle funds for the FACILITY operating budget and the cash operating reserve with funds for other ORGANIZATION activities. CITY must be able to identify all expenditures of ORGANIZATION for the operation of the FACILITY pursuant to this Agreement. ORGANIZATION shall take all reasonable and prudent steps necessary to protect against and mitigate risk of financial loss by establishing and adhering to processes and procedures that a reasonable, well-run and prudent non-profit organization would adhere to in order to ensure accountability, monitoring and proper authority with respect to ORGANIZATION’S banking and check-writing activities and to protect ORGANIZATION from fraud, theft, misappropriation of funds and embezzlement. ORGANIZATION shall also take all reasonable and prudent steps necessary to mitigate risk of financial loss by monitoring the creditworthiness of banking institutions where funds are deposited, and where appropriate, utilizing a service to apportion funds to multiple banking institutions so that account balances remain below the Federal Deposit Insurance Corporation (FDIC) insurance ceiling. Bank Statements. Each month, ORGANIZATION shall provide CITY a copy of its most current banking institution statements for all accounts related to the FACILITY. Budget Flexibility. ORGANIZATION may make adjustments up to a maximum of twenty percent (20%) to a budget line item in the annual operating budget for the FACILITY without providing notice to the Manager, subject to the following limitations: if ORGANIZATION wishes (i) to make adjustments to the operating budget for the FACILITY to include items outside of budgeted line items, or (ii) to make adjustments to any of the items budgeted in the maintenance categories, ORGANIZATION must provide advanced written notice to the Manager. ORGANIZATION must provide advanced written notice and a reasonable opportunity for review to the Manager if it wishes to adjust any budgeted line item by more than twenty percent (20%). The CITY reserves the right to meet with ORGANIZATION’S Executive Director, Chief Financial Officer and/or accounting personnel to discuss the proposed adjustment to the budgeted line item and to recommend changes as the CITY deems appropriate or to increase the ORGANIZATION’S effectiveness. The ORGANIZATION will consider the CITY’s recommendations and will incorporate those recommendations or meet with the Manager to collaborate in good faith to determine any adjustments necessary or appropriate. Following such review process, ORGANIZATION may proceed with any such budgeted line item adjustment as is mutually agreed upon by the CITY and ORGANIZATION. D. E. F G Page 5 SECTION 5. CITY FUNDING A.Funding Conditions. Subject to the provisions of Section 1.B., amounts to be paid or reimbursed by CITY to ORGANIZATION hereunder are or will be set forth in Exhibit C for the respective Agreement Year. However, the funding sources and the funding amounts to be provided under this Agreement are subject to, and conditioned upon, the approval of the City Council of the CITY, which approval may be modified or discontinued at any time by the City Council. As a result, the amount of funding provided under this Agreement may change during the term of this Agreement or during any renewal term. In particular, the parties acknowledge and agree that the amount of funds to be provided by the CITY pursuant to this Agreement may change, may be reduced or may be discontinued for an Agreement Year in accordance with this Section. Further, the parties acknowledge and agree that it is anticipated that funding from ORGANIZATION’S own fundraising for the FACILITY and the operations conducted at the FACILITY will increase over time and, as ORGANIZATION’S fundraising increases, the CITY’s funding under this Agreement may decrease or be reprogrammed for other services and programs under other agreements with ORGANIZATION or other organizations, all as determined by the City Council of the CITY. The annual funding history of this Agreement and information regarding other agreements with ORGANIZATION shall be tracked, recorded, maintained and reported in Exhibit F, which exhibit is incorporated herein by reference and which may be updated and replaced from time to time without the need for a written amendment to this Agreement. Use as Matching Funds. ORGANIZATION may not use any portion of the funds provided by CITY to ORGANIZATION under this Agreement, or any portion of the FACILITY (or value thereof), as matching funds for any funding source, including but not limited to any local, state, or federal government funding source, or any private or public foundation grants, with- out ORGANIZATION giving prior written notification to the CITY of its request to make such use and the receipt by ORGANIZATION of written approval from the CITY for such use. B. SECTION 6. FUNDRAISING; FOUNDATION; INVESTMENTS ORGANIZATION agrees and understands that it must diversify its mix of income sources to become less reliant on the funding provided by CITY under this Agreement. A.Fundraising. Funds raised from private sources by or for ORGANIZATION for the FACILITY or the services and activities operated at the FACILITY shall be used to fund ORGANIZATION’S FACILITY operating budget. The use of any funds raised from the sale of naming rights to the FACILITY are subject to further restrictions as described in Section 7 below. Fundraising plan. By March 1st of each year, ORGANIZATION shall submit a preliminary fund- raising plan for the next Agreement Year to Manager for review and consideration during CITY’s budget approval process. ORGANIZATION shall notify the Manager of changes to the fundraising plan. ORGANIZATION will submit a final fundraising plan to the CITY by September lst of each year or at least 15 calendar days prior to City Council consideration of the annual funding amendment, whichever is earlier. The CITY reserves the right to meet with ORGANI- B Page 6 ZATION’S Executive Director and/or development department personnel to discuss the fund- raising plan and recommend changes to increase its effectiveness. The approved Fundraising Plan (together with the annual operating budget and staffing plan) shall be included in Exhibit C hereto Funds Raised and Termination. If this Agreement expires or is terminated, for whatever rea- son, any money raised by ORGANIZATION for the operation of the FACILITY or obtained by the sale of interior space naming rights by ORGANIZATION, as discussed in Section 7 below, shall be used to fund both ORGANIZATION’s and CITY’s contributions to the FACILITY oper- ating budget for the period that is the greater of (i) the remainder of CITY’s fiscal year or (ii) six (6) months after the date of termination or expiration of the Agreement. Diversification of Funding. ORGANIZATION shall seek to decrease the instability of a single revenue source being more than 50% of the ORGANIZATION’s total operating budget and shall create greater organizational sustainability and efficiency by diversifying funding sources. ORGANIZATION shall attempt to reduce the percentage of the FACILITY’s annual operating budget funded using CITY funds under this Agreement (regardless of funding source), as set forth in Exhibit C. The balance of monies needed to operate the FACILITY is anticipated to be derived through ORGANIZATION’ fundraising efforts. C. D. SECTION 7. NAMING RIGHTS A.ORGANIZATION’s Naming Rights. ORGANZIATION may raise funds for the FACILITY or the services and activities operated at the FACILITY by selling, auctioning or receiving donations in connection with the right to name interior spaces within the FACILITY. All funds raised by or for ORGANIZATION by selling, auctioning or receiving donations in connection with the right to name interior spaces within the FACILITY shall be used to fund ORGANIZATION’S FA- CILITY operating budget. CITY’s Naming Rights. Except as provided in this Section 7.B., the CITY shall retain the sole right to name the FACILITY building and all exterior spaces at or around the FACILITY. If CITY receives any funds from donations, or otherwise in connection with the naming of the FACIL- ITV building and/or any exterior space at or around the FACILITY, such funds shall be and remain the property of the CITY to be used in CITY’s sole discretion for any purpose author- ized by the City Council of the CITY. 1. The ORGANIZATION may submit to the CITY a request for permission to place an exterior sign indicating ORGANIZATION is located within the FACILITY. Such request shall be sub- ject to Manager’s review and approval and subject to CITY’s ordinances, requirements and rules applicable to exterior signs similar in type and purpose as the sign requested by ORGANIZATION . The ORGANIZATION may submit to the CITY a request for the naming of, or for a fundrais- ing activity related to the naming of, certain exterior landscape and related areas or fea- tures such as gardens, courtyards, and pathways (including naming of bricks, pavers or other similar material comprising a pathway), but excluding the naming of the FACILITY. Such request shall be subject to Manager’s review and approval and subject to any appli- cable CITY ordinances, requirements and rules. 2 B Page 7 3. If a request described in Sections 7.B.1 or 7.B.2. is approved by Manager, the sign or space to which the approval applies may be referred to in Section 7.C or elsewhere herein as “permitted exterior space" and the cost for such permitted exterior space sign or naming shall be funded from sources other than by the CITY under this Agreement or under any other agreement with CITY. Naming Rules. Any plaque, marker or other memorial requested to be located within the FACILITY in connection with interior space naming or permitted exterior space naming must be reviewed and approved in advance by the Manager. Any such plaques, markers or other memorials to be placed in connection with interior space naming may not be permanently affixed to the FACILITY and must be removable without damage to the FACILITY. Any such plaques, markers or other memorials to be placed in connection with permitted exterior space may not be a permanently structure or otherwise permanently affixed. Interior space names and permitted exterior space names may remain in place during the period that OR- GANIZATION has the right under this Agreement or under a subsequent agreement with the CITY to manage and operate the FACILITY to provide services to individuals and families for the purpose of making homelessness rare, brief and nonrecurring. CITY shall have no obliga- tion to retain any such interior space names or permitted exterior space names from and after the termination or expiration of ORGANIZATION’s right to so manage and operate the FACILITY whether under this Agreement or under a subsequent agreement. Unless ORGAN- IZATION and CITY enter into a subsequent agreement granting ORGANIZATION the right to continue to so manage and operate the FACILITY after the termination or expiration of this Agreement, prior to the termination or expiration of this Agreement, any plaque, marker or other memorial placed in, at around or outside the FACILITY in connection with the naming of an interior space or a permitted exterior space must be removed by ORGANIZATION at ORGANIZATION’s cost, and any damage incurred by the FACILITY or outdoor space in connec- tion with such removal must be immediately repaired at ORGANIZATION’s cost. C. SECTION 8. OPERATING PERSONNEL A.Staffing Plan. By March 1st of each year, ORGANIZATION shall submit a staffing plan (as part of the comprehensive plan for operations required under Exhibit C) for employees, contractors, subcontractors, vendors, and volunteers, as well as a list of co-located agencies, partners and collaborators, and their volunteers that is based on anticipated shelter occupancy and the services to be provided at the FACILITY for the upcoming Agreement Year, to Manager for review and consideration. The ORGANIZATION shall submit a final staffing plan by May 1 of each year or at least 15 calendar days prior to City Council consideration of the annual funding approval, whichever is earlier. Other Personnel. ORGANIZATION shall employ and pay or contract with agencies to provide all of the necessary operating personnel as established in the approved comprehensive plan for operations, operating budget and staffing plan to perform all of ORGANIZATION responsibilities under this Agreement. It is acknowledged and agreed that all operating personnel shall be employees or contractors of ORGANIZATION and not of CITY and that CITY assumes no obligation or responsibility to or for such persons or entities. CITY shall in no sense ever be deemed to be an employer of, partner, or joint venturer with ORGANIZATION B Page 8 or any of its operating personnel or contractors. ORGANIZATION agrees and thereafter shall defend and hold CITY harmless against any claims against CITY by any employees or contractors of ORGANIZATION with respect to employee benefits of CITY. SECTION 9. INDEPENDENT CONTRACrOR A.Independent status of ORGANIZATION. In performing services under this Agreement, the relationship between CITY and the ORGANIZATION is that of independent contractor, and CITY and ORGANIZATION by the execution of this Agreement do not change the independent status of ORGANIZATION. ORGANIZATION shall exercise independent judgment in performing work under this Agreement and is solely responsible for setting working hours, scheduling or prioritizing the work flow and determining how the work is to be performed. No term or provision of this Agreement or act of ORGANIZATION in the performance of this Agreement shall be construed as making ORGANIZATION the agent, servant or employee of CITY, or making ORGANIZATION or any of its employees eligible for the fringe benefits, such as retirement, insurance and work’s compensation, which the CITY provides its employees. SECTION 10. OBLIGATIONS Notwithstanding the funding history set forth in Exhibit F, the following provisions shall apply: A. Limit of Obligation. Subject to the provisions of Section 1.B and Section 5, CITY will pay or reimburse ORGANIZATION for expenses incurred or to be incurred pursuant to and in accordance with the comprehensive plan for operations and the operating budget attached hereto as Exhibit C and the Scope of Services herein attached as Exhibit A; both incorporated herein by reference. Notwithstanding any other provision of the Agreement, but subject to the provisions of Section 1.B., the total of all payments, reimbursements and other obligations made or incurred by CITY hereunder shall not exceed for any Agreement Year the sum of Four Hundred Thousand Dollars ($400,000.00). B. Measure of Obligation. In consideration of full and satisfactory services provided and activities performed hereunder by ORGANIZATION, subject to the receipt by CITY of a requisition for payment with appropriate documentation of expenditures, CITY shall make payments to ORGANIZATION based on the annual operating budget, comprehensive plan for operations, Fundraising Plan, and Staffing Plan in Exhibit C, subject to the limitations and provisions set forth in this Agreement, including but not limited to Sections 4, 5, 6, and 8 of this Agreement. 1. The parties expressly understand and agree that the CITY’s obligations under this Agreement are contingent upon the actual receipt of adequate funds to meet CITY’s liabilities and obligations under this Agreement. If adequate funds are not available, appropriated or approved to make payments to ORGANIZATION under this Agreement, CITY shall notify ORGANIZATION in writing within a reasonable time after such fact has been determined. CITY may, at its option, reduce the amount of its liability or terminate this Agreement in accordance with the provisions of Section 34. Page 9 2. It is expressly understood that this Agreement in no way obligates the CITY to provide for any Agreement Year more funds than the amount set forth in Section 10.A above or in the Exhibit C for the respective Agreement Year. 3. CITY shall not be liable for any cost, expense 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 commencement date or after the termination 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 submitted to CITY by the 90th calendar day after its billing to ORGANIZATION, or by the effective date of the termination of this Agreement, whichever date is earlier; or e. is not an allowable cost as approved in the annual Operating Budget and comprehensive plan for operations (Section 4), Fundraising Plan (Section 6), and Staffing Plan (Section 8) attached as Exhibit C. 4. CITY shall not be obligated to pay for or reimburse any cost or portion thereof which is incurred with respect to any activity of ORGANIZATION requiring prior written authorization from CITY or incurred after CITY has requested that ORGANIZATION furnish data concerning such action prior to proceeding further, unless and until CITY has provided such authorization or advises ORGANIZATION to proceed. 5. CITY shall not be obligated under this Agreement to any party other than ORGANIZATION for payment of any monies or provision of any goods or services. 6. If the funding approved and anticipated to be provided by CITY under this Agreement for any Agreement Year is not expended by ORGANIZATION in accordance with the terms of this Agreement within such Agreement Year, the funding not expended will revert to the CITY and CITY shall have no obligation to pay such amount to ORGANIZATION. ORGANIZATION’S Obligations. In consideration of the receipt of funds from the CITY under this Agreement, the ORGANIZATION agrees to the following terms and conditions: 1. Up to Four Hundred Thousand Dollars ($400,000.00) for an Agreement Year may be paid to ORGANIZATION by CITY, and the only expenditures by ORGANIZATION using these funds shall be those expenditures made in accordance with the provisions of Section 4.A., the annual Operating Budget, Comprehensive Operating Plan, and Staffing Plan, Exhibit g for those services and activities listed in the Scope of Services herein attached as Exhibit h. ORGANIZATION shall not utilize the funds received from CITY for any other purpose. 2. ORGANIZATION 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 services and activities under this Agreement, including but not limited to the management and operation of the FACILITY. The system will be based on Generally Accepted Accounting Principles. 3. ORGANIZATION will permit CITY and CITY’s authorized representatives to review its books at any time. C. Page 10 4. ORGANIZATION 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. ORGANIZATION will not enter into any contracts for a period that would extend beyond the term of this Agreement if the funding source for such contract is anticipated to be funds paid by the CITY under this Agreement. 6. ORGANIZATION will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly resolved and corrected and shall be reported to CITY so that a proper accounting for such correction may be made. 7. ORGANIZATION will appoint a representative who will be available to meet with CITY officials when reasonably requested. 8. ORGANIZATION will indemnify and hold harmless CITY, its officers, elected and appointed officials, and employees, from any and all claims and suits arising out of or related to the services and activities of ORGANIZATION hereunder or any other activities of ORGANIZATION, its employees, volunteers, contractors or Guests. 9. ORGANIZATION will submit to CITY copies of year-end audited financial statements for each fiscal year of ORGANIZATION. 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 ORGANIZATION, shelter operations, or ORGANIZATION’s employees, contractors, subcontractors, or volunteers. ORGANIZATION will report to the City Manager of CITY any instance of CITY representatives, CITY officials, or CITY employees attempting to exercise control or management or to make operational decisions, or to otherwise influence the operation of ORGANIZATION, ORGANIZATION’s employees, contractors, subcontractors, or volunteers, or the FACILITY, except as expressly provided in this Agreement. Reports received by the City Manager of CITY under this provision shall be handled in accordance with CITY Personnel Policies if pertaining to employees; the City Manager of CITY will forward to the Mayor and City Council any reports regarding non-employees. D. SECTION 11. CHANGE IN SERVICES The parties shall work collaboratively to identify and systematically address the needs of vulnerable individuals and families in the CITY. The Manager, acting as CITY’s representative hereunder, may request, from time to time, changes in the scope or focus of services conducted or to be conducted by ORGANIZATON pursuant to this Agreement to address emerging or changing needs in our collaborative Housing Crisis Response System. Changes in scope will be recommended in advance by the Manager and approved by resolution or ordinance of the City Council or, if authorized, by administrative action approved by the City Manager of CITY, as applicable. Page 1 1 SECTION 12. COMPLIANCE WITH LAWS AND REGULATIONS A. B. C. ORGANIZATION 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. ORGANIZATION 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 ORGANIZATION shall give the CITY and any authorized representative of CITY, access to and the right to reproduce all records belonging to or in use by ORGANIZATION pertaining to this Agreement. Such access shall continue as long as ORGANIZATION retains the records. ORGANIZATION shall maintain such records in an accessible location. Subcontractors. ORGANIZATION 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 ORGANIZATION will be subject to the requirements of this Agreement. The ORGANIZATION agrees to be responsible to CITY for the performance of any subcontractor. D SECTION 13. REPRESENTATIONS A. B. 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. 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, performances, and provisions herein set forth. CITY and ORGANIZATION shall each have the right, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either ORGANIZATION or the person signing the Agreement to enter into this Agreement. ORGANIZATION is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section ORGANIZATION agrees that the funds and resources provided to 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 C. D. SECTION 14. PERFORMANCE BY ORGANIZATION ORGANIZATION will provide, oversee, administer, and carry out the activities and services set out in the Scope Of Services in Exhibit A, Reporting And Recordkeeping Requirements in Exhibit B, utilizing the funds described in Annual Operating Budget, Fundraising Plan, and Staffing Plan, in Exhibit C, and Ownership And Use Of Property in Exhibit D that are necessary and sufficient for Page 12 full and satisfactory performance and in accordance with all other terms, provisions, and requirements of this Agreement. SECTION 15. NO WAIVER A.In no event shall any payment to ORGANIZATION hereunder, the acceptance or receipt of reports, or any other act or failure of the 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 the CITY of a breach or default of any term, covenant, or condition of this Agreement 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 CITYto 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. SECTION 16. PAYMENTS TO ORGANIZATION A.Subject to the provisions of Section 1.B., the CITY shall reimburse the ORGANIZATION as provided in this Agreement up to a maximum amount of money not to exceed Four Hundred Thousand Dollars ($400,000.00) for an Agreement Year for costs and expenses incurred to manage and operate the FACILITY and to provide the services and carry out the activities set forth in Exhibit A in accordance with this Agreement. Except as provided in this Section 16.A. and Exhibit B, CITY will reimburse the ORGANIZATION during the Agreement Year in eleven equal monthly installments of up to Thirty-three Thousand Three Hundred Thirty-three Dollars and Thirty-three Cents ($33,333.33) each, plus one monthly installment of up to Thirty-three Thousand Three Hundred Thirty-three Dollars and Thirty-seven Cents ($33,333.37). Payment of the monthly installment will be made within thirty (30) days after CITY has received the supporting documentation for all allowable expenditures by ORGANIZATION for the prior month. The supporting documentation for all allowable expenditures must be submitted to the CITY’s Community Development Office by the dates required by Exhibit B, Reporting and Recordkeeping Requirements. ORGANIZATION shall only use the funds paid to it by CITY for the costs and expenses incurred or to be incurred for the services and activities set forth in Exhibit A Excess Payment. ORGANIZATION 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 ORGANIZATION; 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 or confirm the expenditure. 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, ORGANIZATION will refund such amount to CITY within ten working days of a written notice to ORGANIZATION, which specifies the amount disallowed. B. C. D Page 13 Refunds of disallowed costs may not be made from these or any funds received from or through CITY Reversion of Assets. ORGANIZATION, upon expiration of this Agreement, shall transfer to the CITY any funds of CITY origin on hand at the time of expiration and any accounts receivable attributable to the use of funds. Obligation of Funds. In the event that actual expenditure rates deviate from ORGANIZATION’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. Offset. CITY may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to CITY from ORGANIZATION, regardless of whether the amount due arises pursuant to the terms of this Agreement. Agreement Close Out. ORGANIZATION shall submit a final expenditure report and request for reimbursement payment for the final month or partial month during the term of this Agreement within 15 working days following the termination or expiration of the Agreement. ORGANIZATION shall utilize the form agreed upon by CITY and ORGANIZATION. E. F. G H. SECTION 17. 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 to the best of ORGANIZATION’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 ORGANIZATION’s knowledge 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 ORGANIZATION. C. ORGANIZATION is not currently involved in any litigation except as expressly identified in writing to CITY on or before the commencement date of this Agreement. D. None of the provisions herein contravene or are in conflict with the authority under which ORGANIZATION is doing business or with the provisions of any existing 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 Agreement. F. None of the assets of ORGANIZATION 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 ORGANIZATION 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 reimbursement payment. Page 14 SECTION 18. COVENANTS A.During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, ORGANIZATION shall not, without the prior written consent of the Manager or his/her authorized representative: 1. 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, 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 ORGANIZATION by CITY, unless CITY authorizes such transfer. CITY’s consent as required in subsection A, above, shall not be unreasonably withheld.B. SECTION 19. PROGRAM INCOME A Definition. For purposes of this Agreement, “Program Income” means earnings of ORGANIZATION realized from activities resulting from this Agreement or from ORGANIZATION’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 agreement-supported services of individuals or employees, or from the use or sale of equipment or facilities of ORGANIZATION provided as a result of this Agreement, and payments from Guests or third parties for services rendered by ORGANIZATION under this Agreement. Determination of Program Income. It is ORGANIZATION’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. For purposes of this agreement, interest earned on unexpended funds is not considered Program Income. ORGANIZATION 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. Uses. ORGANIZATION shall ensure that Program Income received is used to provide additional services at the FACILITY. ORGANIZATION shall maintain records of the receipt and disposition of Program Income. in the same manner as required for other Agreement funds and reported to CITY in the format prescribed by CITY for other funds. The amount of Program Income and its uses shall be reported by ORGANIZATION to CITY on a monthly basis. 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. ORGANIZATION shall include this Section in its entirety in all of its contracts and subcontracts which involve other income-producing services or activities. B. C D Page 15 SECTION 20. 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 each Exhibit 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. 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 after the termination of all activities funded under this agreement (or, with respect to applicable funding, such longer period as may be required under any agreement that is made a part of this Agreement). 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. At any reasonable time and as often as CITY may deem necessary, the ORGANIZATION shall make available to CITY, or any of CITY’s authorized representatives, all of its books and records and shall permit CITY, or any of CITY’s 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. B. C. D. E. SECTION 21. REPORTS AND AUDITS At such times and in such form as CITY may reasonably require, ORGANIZATION shall furnish such statements, records, data, and information as CITY may request and deem pertinent to matters covered by this Agreement as described in Section 20 and for five (5) years after the termination thereof (or, with respect to the applicable funding, such longer period as may be required under any agreement that is made a part of this Agreement). A Audit. Unless the CITY has granted a written exemption, ORGANIZATION shall annually submit an annual independent audit conducted by a certified public accountant in accordance with Generally Accepted Accounting Principles. ORGANIZATION agrees to allow access to al pertinent materials as described herein. ORGANIZATION will provide to CITY a copy of the auditor’s report (including the management letter and reports on all significant deficiencies and material weaknesses in internal control over financial reporting that the independent auditor identifies during the course of the audit). The CITY Auditor’s Office will be permitted to meet with ORGANIZATION’S independent auditor and to request information concerning the ORGANIZATION’s annual audit and the auditor’s report, and ORGANIZATION will direct Page 16 the independent auditor to cooperate with the CITY Auditor’s Office and to respond in good faith to such requests. If such audit reveals a questioned practice or expenditure, such questions must be resolved within the timeframe described in the Audit report letter provided by the CITY. If questions are not resolved to CITY’s satisfaction within this period, CITY reserves the right to withhold further funding under this and/or future Agreement(s) with ORGANIZATION ORGANIZATION’s Obligation to Reimburse CITY. If as a result of any audit it is determined that organization has falsified any documentation or misused, misapplied, or misappropriated funds or spend funds on any ineligible activities, ORGANIZATION agrees to reimburse CITY the amount of such monies plus the amount of any sanctions, penalty or other charge levied against CITY by the federal or state government because of such actions. B. SECTION 22. CITY’S RIGHT OF REVIEW AND MONITOR CITY has the right to review and monitor any and all of the services performed by ORGANIZATION under this Agreement, including financial records and operations of the FACILITY. A.Monitoring. ORGANIZATION agrees that CITY and grant providers may carry out reasonable monitoring and evaluation activities to ensure compliance with regulations and adherence by ORGANIZATION to the terms, as well as other provisions of this Agreement for the term of this agreement and up to five (5) years (or, with respect to applicable funding, such longer period as may be required under any agreement that is made a part of this Agreement). Recordkeeping System. ORGANIZATION 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. CITY Inspection. CITY reserves the right to perform desk reviews or on-site monitoring of ORGANIZATION’S compliance with the terms and conditions of this Agreement, and of the adequacy and timeliness of ORGANIZATION’s performance under this Agreement. After each official on-site monitoring visit, CITY shall provide ORGANIZATION with a written report of its findings. If the monitoring report notes deficiencies in ORGANIZATION’s performance, the report shall include requirements for the timely correction of said deficiencies by ORGANIZATION. Reporting Requests. ORGANIZATION shall submit copies of any fiscal, management, or audit reports by any of ORGANIZATION’s funding or regulatory bodies to CITY upon reasonable request and ORGANIZATION agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff members to coordinate the monitoring process as requested by CITY staff. Guest Feedback. ORGANIZATION shall design a system for the acceptance and evaluation of Guest feedback. ORGANIZATION shall follow up on Guest feedback, share such feedback with the CITY and, in consultation with the Manager, make changes where appropriate. B. C. D. E Page 17 SECTION 23. PROCUREMENT REVIEW CITY shall have the right to review Agreements with a term exceeding one year that are related to expenses incurred under this Agreement. For such Agreements entered into on or after January 1, 2021, all of ORGANIZATION Agreements for procurement or any services to be provided at the FACILITY shall contain a provision permitting the assignment of ORGANIZATION’s interest in the Agreement to CITY without a requirement for any approval by any of ORANIZATION’S contractors, subcontractors, vendors, or any of the agencies co-located at the FACILITY SECTION 24. DIRECrORS’ MEETINGS During the terms of this Agreement, ORGANIZATION shall cause to be delivered 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 representatives shall be afforded access to all of the Board of Directors’ meetings. Minutes of all meetings of ORGANIZATION’s governing body shall be available to CITY within ten days after Board approval. SECTION 25. INSURANCE Approval, disapproval, or failure to act by CITY regarding any insurance supplied by ORGANIZATION or its subcontractors shall not relieve ORGANIZATION of full responsibility or liability for damages, errors, omissions, or accidents as set forth in this Agreement. The bankruptcy or insolvency of ORGANIZATION’S insurer or any denial of liability by ORGANIZATION’S insurer shall not exonerate ORGANIZATION from the liability or responsibility of ORGANIZATION set forth in this Agreement. Certificates evidencing such insurance to be in force shall be provided to the Manager, City of Denton, 401 N. Elm Street, Denton, TX 76201. CITY, its officers, agents, and employees, shall be named as additional insureds. Each policy shal require that thirty (30) days written notice shall be given to CITY prior to expiration, cancellation, non-renewal, or material change in coverage. ORGANIZATION and CITY hereby mutually waive subrogation for loss or damage to the extent such is covered by the proceeds of insurance. A. B. 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. ORGANIZATION shall procure, pay for, and maintain during the term of this Agreement with a company or companies authorized to do business in the State of Texas, having an A.M. Best Company Rating of A-VII or better and otherwise acceptable to CITY, the minimum insurance coverage required in this Section 25. ORGANIZATION shall procure, pay for, and maintain during the term of this Agreement a minimum coverage of $1,000,000 each occurrence, and $2,000,000 in the aggregate, on a Commercial General Liability policy, Renters policy, Commercial Business policy or other C Page 18 policy providing insurance coverage for the contents of the FACILITY, with CITY named as an additional insured ORGANIZATION shall procure, pay for, and maintain during the term of this Agreement, for the premises on and in which the services and activities described in Exhibit A are conducted, and the employees conducting these activities, premise liability insurance coverage, 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. ORGANIZATION 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. 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. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement and remain the sole responsibility of ORGANIZATION. 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. D. E. F. G. H. SECTION 26. CIVIL RIGHTS / EQUAL OPPORTUNITY 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, sexual orientation, gender identity, age, disability, or any protected classification under Federal or State law. The ORGANIZATION 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. 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), 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 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086 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. B. C Page 19 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 in accordance with Sections 33, and ORGANIZATION may be barred from further contracts with CITY. SECTION 27. PERSONNEL POLICIES Personnel policies shall be established by ORGANIZATION 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 ORGANIZATION. SECTION 28. CONFLICT OF INTEREST A.ORGANIZATION covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. ORGANIZATION further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. ORGANIZATION 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. 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. B. C. SECTION 29. NEPOTISM A.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 ORGANIZATION’s Board of Directors. The term “member of the immediate family" in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother, and half-sister. ORGANIZATION will be deemed to have received an exception to the restrictions in Section 29.A of this Agreement if employing a “member of the immediate family" of a current em- ployee of ORGANIZATION or a member of ORGANIZATION’s Board of Directors is considered necessary by ORGANIZATION based on a compelling need of the ORGANIZATION and if ap- proved in advance in writing by the ORGANIZATIONS’s Executive Director and the Chair of the Personnel Committee. In order to prevent conflicts of interest, to avoid accusations and per- ceptions of biased conduct, and to maintain the confidentiality of restricted information, a B Page 20 “member of the immediate family” employed under this exception will not be eligible for a position within the same operational function as the employee or member of the Board of Directors to whom he or she is related. In addition: 1. No current employee or volunteer may be appointed or promoted to any supervisor's span of responsibility if he or she is a “member of the immediate family" of that supervi- sor All applicants shall be required to list on their application for employment all “members of the immediate family” who are employed by the ORGANIZATION or a member of the ORGANIZATION’s Board of Directors. In the event of a marriage between two employees or a proposed promotion of one of two employees who are married to each other, those two employees may remain with the ORGANIZATION and their job positions will remain unaffected by the marriage or pro- 2. 3. motion so long as: a. the two employees are employed in different operational functions of the ORGANI- ZATION, and b. neither of the two employees is, nor will be, directly or indirectly reporting to the other as a result of the proposed promotion. SECTION 30. POLITICAL, SECTARIAN, AND RELIGIOUS ACTIVITIES A Political Activities. No portion of the funds received by ORGANIZATION under this Agreement or raised by ORGANIZATION to fulfill its obligations under this Agreement shall be used for any political activity, including, but not limited to, any activity to further the election or defeat of any candidate for public office, or any activity undertaken to influence the passage, defeat, or final content of legislation. In addition, the FACILITY shall not be used for any political, sectarian or religious activities. Religious Activities. 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. ORGANIZATION 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 ORGANIZATION’s programs. Faith based organizations. 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; B. C Page 21 2. 3. 4. 5. 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 The organization must separate, in time or location, any privately funded explicitly religious activities from activities supported by direct Federal financial assistance; and If a beneficiary objects to the religious character of the organization, the organization must undertake reasonable efforts to identify and refer the beneficiary to an alternative provider to which the beneficiary has no such objection; 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 circumstance 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. SECTION 31. PUBLICITY A.Where such action is appropriate, ORGANIZATION shall publicize the activities conducted by ORGANIZATION under this Agreement to state that the CITY of Denton has contributed to make the project possible and, if desired by ORGANIZATION, may also recognize the contribution of ORGANIZATION’s donors to the project. All such publicity and any press releases related to the FACILITY will be reviewed and approved by ORGANIZATION and CITY prior to publication. 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. 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. B. C Page 22 SECTION 32. CHANGES AND AMENDMENTS A. B. 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. ORGANIZATION will submit revised operational budget, fundraising, and staffing plans whenever the level of funding, fundraising, or staffing for ORGANIZATION described herein is altered according to the plans contained in any portion of Exhibit C Annual Operating Budget, Fundraising Plan, and Staffing Plan. 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. CITY may, from time to time during the term of the Agreement, request changes in Exhibit A Scope of Services, Exhibit B Reporting and Recordkeeping Requirements, or Exhibit C Annual Operating Budget, Fundraising Plan, and Staffing Plan 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. Any alterations, deletion, or additions to the Annual Operating Budget, Fundraising Plan, and Staffing Plan, incorporated in Exhibit C shall require the prior written approval of CITY. ORGANIZATION shall notify CITY of any changes in personnel or governing board composition. 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. C. D E. F. G SECTION 33. ORGANIZATION’S DEFAULT; TERMINATION FOR CAUSE BY CITY A.ORGANIZATION shall be in default under this Agreement if: ORGANIZATION fails to perform or observe or otherwise breaches any term, condition, obligation or covenant contained herein; 1 2. any statement, warranty or representation contained herein or any report or statement submitted by ORGANIZATION to CITY is determined by CITY to be false or misleading; or 3. any officer, board member or other official or representative of ORGANIZATION commits an act of fraud, theft, misappropriation of funds or embezzlement in any way connected with the FACILITY or any funds paid by CITY to ORGANIZATION; each, a “Default". Upon determination by CITY that a Default of ORGANIZATION exists or has occurred, CITY, without limiting any rights it may otherwise have, may, at its discretion, provide a 30-day cure notice to ORGANIZATION. The notice shall set forth the Default and the action required for cure, if any. If a cure is specified in the notice, the cure period shall expire 30 days after receipt of such notice by ORGANIZATION unless a longer period for cure is agreed upon in writing by CITY in accordance with Section 33.D of this Agreement. B Page 23 ORGANIZATION acknowledges and agrees that no cure may exist for those Defaults described in Sections 33.A.2 or 33.A.3 of this Agreement, in which case the notice shall identify the effective date of the termination without providing the opportunity to cure the Default 1 2. Prior to the effective date of the termination stated in the notice with respect to a Default described in Sections 33.A.2 or 33.A.3 of this Agreement for which CITY has not provided the opportunity to cure, ORGANIZATION may present to CITY for its consideration a corrective action plan intended to effect a cure for such Default(s). If CITY in its sole discretion agrees to accept ORGANIZATION’s proposed corrective action plan, then ORGANIZATION will be permitted the opportunity to cure the Section 33.A.2 and/or Section 33.A.3 Default in accordance with the corrective action plan agreed upon by CITY in accordance with the cure period set forth in such agreed upon corrective action plan. At the end of the agreed upon corrective action plan’s cure period, if CITY determines the Default has been cured to CITY’s satisfaction, ORGANIZATION may be restored to full compliance status. If, however, at the end of the agreed upon corrective action plan, CITY determines that ORGANIZATION has not cured the Default to CITY’s satisfaction, CITY shall so notify ORGANIZATION in writing and CITY may, at its discretion, suspend and withhold further payments to ORGANIZATION. At the end of the cure period, if any, if CITY determines the Default has been cured to CITY’s satisfaction, ORGANIZATION may be restored to full compliance status. If prior to the end of the cure period, ORGANIZATION presents a corrective action plan that will take longer than the remaining cure period to effectuate, CITY may, at its discretion, agree in writing to the corrective action plan and extend the cure period in accordance with such plan. At the end of the extended cure period, if CITY determines the Default has been cured to CITY’s satisfaction, ORGANIZATION may be restored to full compliance status. If, however, at the end of the cure period or at the end of any agreed upon extended cure period pursuant to a corrective action plan, CITY determines that ORGANIZATION has not cured the Default to CITY’s satisfaction, CITY shall so notify ORGANIZATION in writing and CITY may, at its discretion, suspend and withhold further payments to ORGANIZATION. Any Default that remains uncured 30 days after receipt of the written cure notice to ORGANIZATION by CITY or remains uncured at the end of the cure period or extended cure period pursuant to a corrective action plan agreed upon by CITY shall be deemed an “Uncured Default". If no cure exists and no corrective action plan has been agreed upon by CITY in connection with a Default described in Sections 33.A.2 or 33.A.3, such Default shall be deemed an Uncured Default. In the event of an Uncured Default, CITY shall have the right to elect any or all of the following actions in its sole discretion: 1. terminate this Agreement immediately upon giving written notice of such election to ORGANIZATION, 2. demand immediate repayment by ORGANIZATION to CITY of any amount(s) to which the Uncured Default relates and said amount(s) shall be immediately due and payable by ORGANIZATION without further or additional notice; and/or 3. pursue any other legal remedies available to CITY under this Agreement, at law or in equity C. D. E. F. G Page 24 H. ORGANIZATION does hereby grant to CITY the right to prosecute or take appropriate action, at law or in equity, against ORGANIZATION to recover any funds or to enforce any other covenant or agreement contained in this Agreement. SECTION 34. TERMINATION FOR CONVENIENCE A.By CITY 1. CITY may terminate this Agreement for convenience at any time by giving one hundred eighty (180) days prior written notice to ORGANIZATION. 2. In addition, CITY may, at CITY’s option and without prejudice to any other remedy CITY may be entitled to at law, in equity or under this Agreement, terminate this Agreement and any further services or work under this Agreement, in whole or in part, due to CITY’s failure to authorize or approve or continue to authorize or approve, in whole or in part, the funding necessary for CITY to make payments under this Agreement, by giving at least ninety (90) days advance written notice of such termination to ORGANIZATION, with the understanding that all services or work being so terminated shall cease as of the date specified in the notice. BY ORGANIZATION 1. ORGANIZATION may terminate this Agreement for convenience at any time by giving one hundred eighty (180) days prior written notice to CITY. 2. ORGANIZATION may terminate this Agreement by giving 90 days prior written notice to CITY due to the dissolution of ORGANIZATION’s non-profit entity or group not occasioned by a breach of this Agreement. B. SECTION 35. EFFECT OF TERMINATION AND TURNOVER OF FACILITY A.Upon the termination or expiration of this Agreement, ORGANIZATION shall vacate the FACILITY and surrender possession of the FACILITY to CITY in good condition and repair and broom dean, ordinary wear and tear, obsolescence and damage by fire or other casualty excepted. Conditions existing due to ORGANIZATION’s failure to perform maintenance, repairs or replacements required under this Agreement shall not be deemed “ordinary wear and tear". If the FACILITY is not surrendered in substantial conformity with this Section, the CITY may, at its option and in addition to any other remedies under this Agreement, return the FACILITY to such condition and deduct the cost required to do so from any funds to be paid to ORGANIZATION or direct ORGANIZATION to return the FACILITY to such condition at ORGANIZATION’s sole cost and expense. On or before the termination or expiration date or such other date agreed upon in writing by CITY, ORGANIZATION shall surrender to CITY all keys, security access codes, security cards, and lock combinations, as applicable, to the FACILITY All personal property, including equipment and furniture, owned by ORGANIZATION and not funded by CITY that can be removed without damage to the FACILITY may be removed by ORGANIZATION on or before the effective date of termination or expiration of this Agreement. ORGANIZATION acknowledges and agrees that all personal property, furniture, fixtures and equipment funded by CITY or donated to CITY, by ORGANIZATION or others, B Page 25 shall be and remain the property of CITY and shall not be removed. Further, all fixtures, equipment, improvements and appurtenances attached to, or built into, the FACILITY, regardless of the entity paying for or funding such, shall be and remain a part of the FACILITY, shall be and remain the property of CITY, and shall not be removed by ORGANIZATION. Any damage incurred by the FACILITY in connection with ORGANIZATION’s removal of personal property must be immediately repaired at ORGANIZATION’s cost. Subject to the provisions Exhibit D, Section A, if ORGANIZATION fails to remove as permitted herein any personal property owned by ORGANIZATION on or before the effective date of termination or expiration of this Agreement, such personal property shall be deemed abandoned by ORGANIZATION and title to such personal property shall immediately pass to CITY without any further action on the part of CITY the same as if such personal property had been transferred by a bill of sale. CITY also has the right to require ORGANIZATION to assign and transfer to CITY all of ORGANIZATION’s rights and obligations under existing contracts or subcontracts it has in place for the performance of work at the FACILITY or other obligations or services under this Agreement. On or before the effective date of termination or expiration of this Agreement, ORGANIZATION shall deliver an operations report to City providing the status of all program services that were being provided at or from the FACILITY and information on each Guest of the FACILITY sufficient to enable CITY or any organization designated by CITY to continue providing services at or from the FACILITY and to continue to support and service such Guests following the termination or expiration of this Agreement. ORGANIZATION shall provide all reasonable and necessary assistance to, and shall fully cooperate with, CITY and any organization designated by CITY to ensure a smooth transition and turnover of the FACILITY and the continuation of services at or from the FACILITY. ORGANIZATION shall provide CITY with a reconciliation report of all funds received from CITY by ORGANIZATION for the month in which the termination or expiration is effective, identifying: (1) all costs and expenses incurred or anticipated to be incurred on or before the effective date of the termination or expiration, and (2) any funds received from CITY by ORGANIZATION in excess of the amount of the costs and expenses incurred or anticipated to be incurred on or before the effective date of the termination or expiration. On or before the effective date of the termination or expiration, ORGANIZATION shall pay to CITY or transfer to CITY the bank account in which such excess funds are held. CITY shall pay ORGANIZATION in accordance with the terms of this Agreement, subject to ORGANIZATION’s compliance with the request for reimbursement payment procedures set forth in Exhibit B and submission of all required supporting documentation, for services and work properly performed under this Agreement prior to the effective date of termination or expiration and following review, inspection and acceptance of same by CITY. ORGANIZATION understands and agrees that no funds will be paid to or on behalf of ORGANIZATION unless and until any Uncured Defaults are cured as required in accordance with any cure notice or agreed upon corrective action plan to the satisfaction of City, provided, however, that nothing herein shall require the payment of funds until the request for reimbursement payment procedures set forth in Exhibit B, are met, and all required performance reporting as set forth in Exhibit B, have been submitted and approved. Under C. D. E. F. G Page 26 no circumstances shall ORGANIZATION be entitled to lost or anticipated profits should CITY terminate this Agreement. SECTION 36. NO LITIGATION ORGANIZATION acknowledges and agrees that it is not currently involved in any litigation adverse to CITY or adverse to any CITY employee, officer, elected or appointed official. SECTION 37. 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 ORGANIZATION, ORGANIZATION 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 provided in accordance with Section 39.1. SECTION 38. INDEMNIFICATION A.It is expressly understood and agreed by both parties hereto that CITY is contracting with ORGANIZATION as an independent contractor and that as such, ORGANIZATION shall indemnify and save and hold CITY, its officers, elected and appointed officials, agents, contractors 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 ORGANIZATION or any employee, agent, or representative of ORGANIZATION. ORGANIZATION agrees to provide the defense for, and to indemnify and hold harmless CITY its officers, elected and appointed officials, agents, employees, and contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use, occupancy or operation of the Facility, use of the contracted funds hereunder, or the program services, administration or implementation hereunder, except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. B. SECTION 39. MISCELLANEOUS A Agreement Non-Assignable. 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, which will not be unreasonably withheld. Following the execution of this Agreement, the parties acknowledge that ORGANIZATION may wish to change its entity name, trade Page 27 name and/or business name. In such event, the parties agree that a mere change in ORGANIZATION’s entity name, trade name or business name shall not be considered a transfer, pledge or assignment under this Section 39.A or a dissolution of ORGANIZATION’s non-profit entity or group under Section 34.B.2, and that such name change shall not prevent this Agreement from continuing in full force and effect. ORGANIZATION will provide notice to the CITY in accordance with Section 39.1. of any such change to its entity name, trade name or business name within a reasonable time of making such change. Legal Construction. 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. The CITY and ORGANIZATION each acknowledge and agree that this Agreement is the result of an arm’s length negotiation between the parties hereto and that each party has had the opportunity to consult with legal counsel of its choice. The CITY and ORGANIZATION each further acknowledge and agree that this Agreement has been drafted by one party for the convenience of both parties and that this Agreement shall not be construed in favor of or against either party on the basis of one party serving as the drafter of this Agreement. Captions. The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. Ownership of Work Product. All reports, documents, studies, charts, schedules, or other appended documentations to any proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence, and related material submitted by ORGANIZATION to CITY shall become the property of CITY. Entire Agreement. 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. Dispute and Mediation. CITY and ORGANIZATION shall cooperate and use their best efforts to ensure that the various provisions of the Agreement are fulfilled. If a dispute arises between the parties with respect to the performance or non-performance of a party’s obligations under this Agreement or if a dispute arises 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, the parties agree to act in good faith to undertake resolution of such dispute in an equitable and timely manner and in accordance with the provisions of this Agreement. To that end, the parties agree that, upon the request of either party, the City Manager of the CITY (or his or her designee) and the President of ORGANIZATION (or his or her designee) will meet for purposes of discussing and attempting to resolve such dispute. If a dispute cannot be resolved informally by the parties on their own, the following procedures shall be used: 1. The parties shall attempt to mediate the dispute. The 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 B. C. D. E. F Page 28 remains. CITY shall strike the first name, followed by ORGANIZATION, 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 mediation proceedings, each party may pursue any legal remedy available to it. 3. Each party will pay one-half of the mediator’s fees, and ORGANIZATION will not be entitled to seek or recover reimbursement from the CITY under this Agreement or otherwise for ORGANIZATION’s portion of such fees. Nothing in this Section 39.F should be construed to impair or limit the CITY’s ability to terminate under Sections 33 or 34.A or ORGANIZATION’s ability to terminate under Section 34.B. Further, nothing in this Section 39.F shall operate to waive or delay any other right, remedy, or obligation that either party may have under this Agreement, at law or in equity. Homeless Management Information System (HMIS). ORGANIZATION shall participate in the existing local homeless management information system (HMIS) selected by the local Continuum of Care (CoC) and managed by the HMIS lead agency in accordance with 24 CFR 576.400(f). HMIS is a countywide data management tool designed to facilitate data collection in order to improve human service delivery throughout Denton County. Participation in the 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. ORGANIZATION will ensure that appropriate staff: 1. Have an HMIS User Agreement with HMIS lead and agree to confidentiality and security practices; 2. Obtain and maintain access to HMIS, including signing into the HMIS system at least once a month in order to keep password active; 3. Participate in all training for HMIS; 4. Enroll all willing individuals seeking services into HMIS and count and note in HMIS any unwilling individual’s objection to being enrolled into HMIS, in either case within five (5) days of initial contact (participant intake); collect and enter data on provision of services for such individuals; and exit all such individual within five (5) days of program exit, all regardless of the source of funding; and 5. Use HMIS to coordinate services for Guests across programs. Housing Crisis Response System Coordination. To meet federal, state, and local goals making homelessness rare, brief, and nonrecurring, an effective homeless response system is required. ORGANIZATION is an integral part of that homeless response system. ORGANIZATION agrees to coordinate and collaborate with the Denton County Homelessness Leadership Team. The Denton County Homelessness 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 ORGANIZATION is encouraged to work in partnership with fellow service providers to improve efficiency and effectiveness to minimize lengths of stays in the FACILITY and obtain placements in appropriate housing for Guests as rapidly as possible, as G. H Page 29 well as prioritizing chronically homeless and those most vulnerable to housing instability and homelessness. Notices. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if delivered in person or sent via a national overnight mail service to the parties addressed as set forth below: 1. TO CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 TO ORGANIZATION : Executive Director Our Daily Bread, Inc. 300 West Oak Street Denton, TX 76201 w/ a copy to: City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 w/ a copy to: President (or each Co-President) Our Daily Bread, Inc. 300 West Oak Street Denton, Texas 76201 J. K Governing Law and Venue. 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. No Wavier of Governmental Immunity. Nothing in this Agreement shall operate as or be construed to be a waiver of CITY’s governmental immunity or of any defenses CITY may have under Texas Law. The CITY retains its governmental immunity for any and all claims and remedies. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS] Page 30 IN WITNESS OF WHICH this Agreement has been executed on this theq, >r\C , 2021. day of CITY OF DE Cd taIEBY SARA HENSLEY INTERIM CITY MANAGER TITLE ArrEST: ROSA RIOS, CITY SECRETARY ArrEST: BY:_a _r://h APPROVED AS TO LEGAL FORM: CATHERINE CLiFroN. INTERIM CITY ATrORNEY ~: L\11111111tD e••• eq THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational Fd business termsltioa) :/1J @ture ’X7LUU6 WtbAa~i C£xww\u,qEV Qlwad Title Department D,t,Sig„,d: bNe Ul 2021 Page 3 1 EXHIBITS AND ATrACHMENTS EXHIBIT A:SCOPE OF SERVICES ATrACHMENT l: GOOD NEIGHBOR BOUNDARY REPORTING AND RECORDKEEPING REQUIREMENTS ANNUAL OPERATING BUDGET, STAFFING PLAN, AND FUNDRAISING PLAN OWNERSHIP AND USE OF PROPERTY DEFINITIONS EXHIBIT B: EXHIBIT C: EXHIBIT D: EXHIBIT E: EXHIBIT F:PRIOR AGREEMENTS AND FUNDING HISTORY Page 32 EXHIBIT A SCOPE OF SERVICES The CITY of Denton is a member of the Denton County Homelessness Leadership Team (DCHLT), a collaborative, cross-sector team that convenes to improve the planning, coordination, over- sight, and implementation required to create systems change for housing/homelessness initia- tives in Denton County. The United Way of Denton County (UWDC) serves as backbone support for the DCHLT, and the CITY of Denton provides funding to UWDC for this staffing and backbone support. The CITY of Denton provides resources to organizations that support the DCHLT’s mission and goals and that provide high quality services to create positive Guest outcomes. Organizations receiving funding for homelessness must meet the following principles: 1. 2 3 4. 5. Commitment to coordinate and integrate services with DCHLT, community networks, and other service providers Maintain high quality standards for facilities and program operations Commitment to neighborhood health and safety standards Commitment to collect and submit high quality data and use data to review and evaluate results Commitment to providing person-centered case management and supportive services to Guests based on their chosen level of engagement The CITY is a partner in the management of a continuum of services with the goal of making homelessness rare, brief, and nonrecurring in our city and county. Through CITY investments lev- eraged with other community resources, families, youth, and individuals have access to a multi- tude of resources, programs, and/or services that include: homelessness prevention, housing services, and homeless survival interventions such as outreach, shelter, and food kitchens. The CITY’s investment in the ORGANIZATION is part of this larger proactive, seamless service sys- tem investment that helps meet the basic needs of our community’s most vulnerable residents and that helps people become and remain independent. I. PROGRAIVIWPES a Day Shelter a Emergency and Enhanced Overnight Shelter (as defined in Exhibit E) a Supportive Services for people experiencing and at-risk of homelessness a Co-Located Agencies/Services, Partnerships, and Collaborative Page 33 II. PROGRAM MODEL A. B. C. D. The ORGANIZATION will offer a low barrier shelter and will operate from the approach that shelter, and housing, are offered to people experiencing homelessness without pre- conditions, and seek to reduce barriers to shelter access as described below. The ORGANIZATION shall adopt program strategies that are housing focused. The ORGANIZATION shall perform services to meet the basic needs of our community’s most vulnerable residents and that helps people become and remain independent. The ORGANIZATION shall offer individuals/households basic needs for shelter, food and meals, hygiene, secure storage, supportive services, and case management, which are organized to quickly route Guests into stable or permanent housing or other long-term placement in treatment, as needed. The ORGANIZATION will endeavor to have an adequate number of qualified, experienced staff or volunteers on all shifts to effectively communicate and achieve safety and per- form the expected service components. The ORGANIZATION shall perform all services to successfully manage and operate the FA- CILITY. The ORGANIZATION shall have complete operating responsibility for the services with proven results in reducing the number of people who become homeless, increasing housing placement, and reducing in the percentage of persons returning to homeless- ness Service Expectations: Services provided at FACILITY will, at all times, utilize best prac- tices for day/emergency shelters, including: E. F. G Page 34 Best Practice Service Expectation Align shelter eligibility criteria, policies, and procedures with a Housing First ap- proach so that anyone experiencing homelessness can access shelter without prerequisites, making services voluntary, and assisting people to access perma- nent housing options as quickly as possible. Shelter First / Housing First Approach Immediate & Low Barrier Access Ensure immediate and easy access to shelter by lowering barriers to entry and staying open and accessible 24/7. Eliminate sobriety and other policies that make it difficult to enter shelter, stay in shelter, or access housing and income opportunities. Individuals will be encouraged to participate in available services but not re- quired. Sobriety will not be required; however, there will be no drug or alcohol use, sale, or possession on the premises. Those found using, selling, or possessing drugs or alcohol will be given the opportunity to dispose of the items or asked to exit the shelter for the night. Each person who comes to the ORGANIZATION will have a formal intake with a trained staff member and will not be denied services for lack of valid ID. ' There will be secure storage space for personal items for Guests accessing Overnight Shelter. Service animals and companion pets will be reasonably accommodated. Access to shelter and/or services is not denied or terminated to a Guest or potential Guest solely based on that Guest’s criminal history or mental status history, nor is preferential treatment given to Guests who have no such his- tory. It is understood, however, that certain criminal history or other behav- ioral history, as well as actual behaviors, in some cases may pose such an un- reasonable risk to staff, volunteers, Guests or the integrity of the programs that ORGANIZATION may determine denial or termination of access is pru- dent or necessary under the circumstances. • Access to shelter and/or services is not denied or terminated to a Guest or potential Guest based on perceived, assumed, or stereotypical risks (safety or otherwise), but denied or terminated based on actual behavior posing a risk at that time. • ORGANIZATION will have a clear policy and procedure regarding behaviors or violations of rules that will result in the issuance of criminal trespass warnings at or on the grounds of the FACILITY. Staff will, to the best of their ability, seek to deploy low-barrier strategies for conflict resolution first and administer criminal trespass warnings at or on the grounds of the FACILITY as a last resort. Safe and Appropriate Diversion Provide diversion services to find safe and appropriate housing alternatives to those entering shelter or staying on the streets through problem-solving conver- sations, identifying community supports, and offering professional dialog regard- ing alternatives and options; provided that no one seeking shelter would inten- tionally be diverted to the streets or an encampment. Page 35 Housing-Focused Focus services in shelter on assisting people to access permanent housing op tions as quickly as possible, with proven results in housing placement, reduction in average length of stay in the shelter, and reduction in the percentage of per sons returning to homelessness Offer accessible, coordinated, high quality services that respond to the unique needs of each individual based on an assessment and matching to the appropri- ate housing resource. Services must fit the individual’s need rather than follow strict program guidelines Measure data on percentage of exits to housing, average length of stay in shelter, and returns to homelessness to evaluate the effectiveness of shelter and im prove outcomes. All Guest demographic and service data must be captured, rec orded, and reported through the local Homeless Management Information Sys tem (HMIS) in accordance with Section 39.G of the Contract Guest-Centered Care Coordination Using Data to Measure Perfor' rnance III. PROVISIONOFSERVICES. Considering service expectations, the ORGANIZATION will provide the array of services for the FACILITY listed below. A Day Shelter Services. Day Shelter Services at FACILITY consist of the following services. Except as noted below, day shelter services are available from 8:00 a.m. to 5:00 p.m., 7 days a week, 365 days a year. New Guests who have not accessed services within the last year and/or do not have an ORGANIZATION identification card will have an intake/tri- age assessment completed to assess and prioritize Guest needs. 1. Care Coordination – Through care coordination staff, provide intake/triage, infor- mation and referral, shelter seeker services, health and behavioral health care coor- dination, income seeker services, and housing seeker services available from 8:00 a.m. to 10:00 p.m., 7 days a week, 365 days a year. Housing Search and Placement Services – Activities include facilitating affordable housing and supportive housing searches and placements. Meals – Breakfast available in a minimum of 30-minute shifts from 7:00 a.m. to 8:30 a.m., lunch from 11:00a.m. to 1:00 p.m., and dinner from 5:00 p.m. to 7:00 p.m., 7 days a week, 365 days a year. Meals may be provided alternatively for holidays. 4. Showers – Shower facilities are available to Guests. 5. Laundry – Laundry facilities are available to Guests. 6. Storage of Guest Belongings – The FACILITY includes storage from 8:00 a.m. to 5:00 p.m. for Guest belongings for Guests who receive Emergency Overnight Shelter ser- vices. The ORGANIZATION shall employ adequate security personnel for the safe- keeping of Guest belongings. Other Services recommended, but not required, to be provided by the ORGANIZA- 2 3 7 TION (through staff or volunteers) or through Partners (Co-Located Agencies/Ser- vices) or Contractors: • Basic Medical Services or Consultation (primary health services) • Behavioral Health Services (mental and substance abuse services) Page 36 • • • • • • • • • • • Domestic Violence and Victim Services (counseling and health relationships classes) Veteran’s Administration (health and other services for veterans) Legal Aid of Northwest Texas (legal services) Denton County Public Health Department (public health services and infectious dis- ease control) Transport to Partner Services (safe and reliable transportation for Guests traveling from FACILITY to other referral partners and facilities.) Animal Services (kennel and veterinarian services) Library Services Barber Shop Computer Lab Land Line Telephones Alcoholics Anonymous (AA) 12 Steps Program Employment Training Adult Education/Enrichment Classes B.Overnight Shelter Services. 1. Overnight Shelter Services include shelter beds providing overnight shelter stays for individuals (it is anticipated that families with children will be referred to another pro- gram for overnight shelter stays such as the hotel voucher program); see also Section III.E.1 of this Exhibit A. Overnight shelter services are available from 5:00 p.m. to 8:00 a.m., 7 days a week, 365 days a year. Guests who have not accessed services within the last year and/or do not have an ORGANIZATION identification card will have an intake/triage assessment completed to assess and prioritize Guest needs. • Emergency Overnight Shelter - Capacity: 120 • Overnight Enhanced Shelter Program - Capacity: #32 2. The ORGANIZATION agrees to reserve at least five (5) Emergency Overnight Shelter beds each night to be filled by CITY of Denton Police Department Mental Health Unit staff, provided that CITY staff notify the ORGANIZATION, in the manner agreed by the parties, by 4:30 p.m. if those beds will be needed for that night. If no need has been identified by 4:30 p.m. for an Emergency Overnight Shelter bed, such bed will be re- leased from the reserve. C Co-Located Agencies/Services and Collaboration . 1. The ORGANIZATION will coordinate and collaborate with other area homeless shelters and service providers to provide a seamless and coordinated effort to make home- lessness rare, brief, and nonrecurring, and to alleviate redundancy and duplication of efforts among providers. The comprehensive plan of operations, as required in Sec- tion 4 of the Agreement, for the ORGANIZATION shall include a plan for coordinating with homeless shelters and providers including but not limited to: • List of the ORGANIZATION’s collaborative network partners (including agencies co-located on the Facility campus, as listed above). • Engagement with homeless persons not entering shelter to evaluate alternative accommodations or services needed to give them a safe and decent place to stay. Page 37 • • Coordination with other homeless shelters and providers, designed to meet Guest needs, and alleviate Guest confusion regarding the services that each agency pro- vides and the times of day these services are provided. Coordination with other homeless shelters and providers on the timing for dis- charge of Guests to prevent concentrated discharge of Guests at the same time. Coordination with CITY of Denton Police Department and Police Department Men- taI Health Unit relating to shelter placements from encampments or other loca- tions Collaboration and coordination with community health care providers relating to hospital discharges for persons with no housing plan. Collaboration and coordination with Denton County Criminal Justice relating to jail discharges for persons with no housing plan. Collaboration and coordination with Denton County Homelessness Leadership Team and the Continuum of Care (as outlined in Section 37) Prior to occupying the FACILITY, providing to the CITY for its review a list of each co-located agency/service that ORGANIZATION proposes to be located in the FA- CILIW, including for each the approximate days and times proposed services are will be provided on site at the FACILITY and the approximate number of guests proposed to be served on site each month. > CITY reserves the right at any time to notify ORGANIZATION in writing of CITY’s disapproval of any proposed or then-existing co-located agency/service and, following receipt of such notice, ORGANIZATION will cause the disapproved agency/service to vacate the FACILITY by no later than the date set forth in the notice > ORGANIZATION will provide CITY with advance written notice of any changes to the list of co-located agencies/services. • • • 2. At no time can the ORGANIZATION assess rent or other fee for the use of any space in the FACILITY. D.Good Neighbor Policy and Practices. The ORGANIZATION will operate the FACILITY in a manner that is respectful of its neighbors and surrounding community and will abate quality of life nuisances within the boundaries defined in this Exhibit (the “Good Neighbor Boundary”). The ORGANIZATION acknowledges the importance of establishing and maintaining positive relationships with neighbors and preserving safety and well-being of all in the neighborhood. The ORGANIZATION will expect its staff, invitees, and Guests to show respect for their neighbors by obeying all laws and community standards. The ORGANIZATION will respond quickly to any questions or concerns from neighbors and provide contact information whenever requested. Page 38 1.)od Neighbor Practices. The Organization will: Actively discourage and address excessive noise or loitering from Guests and oth- ers who may be near the site. • Coordinate with other service providers, CITY departments, etc., as needed to ad- dress possible issues and their impacts. • Work closely with the Denton Police Department to reduce crime • Ask Guests (and others who visit the facility) to abide by a Good Neighbor Policy that includes: • No littering, loitering, camping, yelling or fighting, weapons, or panhandling, in the neighborhood. No purchasing/selling of drugs or drug paraphernalia or prostitution in the neighborhood. No harassing or disturbing neighbors, businesses, or other people in the neighborhood Good Neighborhood. Through the use of its staff or volunteers, the ORGANIZATION will monitor and conduct walk-arounds on a daily basis in the area within the Good Neighbor Boundary and will within such area collect litter, promote and enhance safety, security and cleanliness, and prevent and control issues of littering, loitering, camping, disorderly conduct, panhandling, unauthorized parking of vehicles, and abandonment or storage of property, shopping carts and other blight. Such daily monitoring, walk-arounds and conditions observed shall be documented in a log book, and such log book shall be made available for Manager’s review upon request. The ORGANIZATION will frequently engage with neighbors to promote good relationships with its residential and business neighbors and will endeavor to establish a regular point of contact person for its neighbors, providing telephone and email contact information for use by such neighbors for engaging with ORGANIZATION’s point of contact. • Good Neighbor Boundary. The Good Neighbor Boundary is identified as the solid line on the map attached as ATTACHMENT 1 to Exhibit A.. Good Neighbors. Engage neighborhood bodies representing Residential neighborhoods and Businesses to solicit feedback about the following issues: • Security measures implemented, or to be implemented, by the ORGANIZATION for the facility and premises Compliance with occupancy limits of the facility and addressing overflow Guests or potential Guests Dealing with persons under the influence of alcohol or drugs, or in possession of drugs and/or weapon(s) Dealing with those loitering outside the FACILITY and premises Reporting obligations for observed, known, or suspected criminal activity and/or code violations in or around the FACILITY and premises Working with the neighborhood on crime prevention and crime reduction efforts, including an agreed-upon process for meeting and engaging with representatives of the neighborhood to discuss concerns of the neighborhood • • 2 • • • • • • Page 39 Process for accepting and addressing written and verbal complaints or concerns (including a timeline for response) Issues upon which the parties agree to submit joint proposals to the CITY, County, the Denton County Homelessness Leadership Team or any of their advisory bodies. • • Good Neighbor Agreements. If both parties are willing and it is deemed appropriate, the ORGANIZATION will execute Good Neighbor Agreements with those neighborhood bodies. Provide copies of the Good Neighbor Agreements entered into pursuant to this Section, as well as copies of any other existing Good Neighbor Agreements, to the CITY within 90 days following execution of this Agreement and thereafter as executed. • Good Neighbor Clean-up Events. Coordinate neighborhood clean-up events with staff, volunteers and Guests. • Good Neighbor Community Service. Provide opportunities for eligible Guests to participate in community services activities. Good Neighbor Engagement Encounters with Shelter Adverse. On a daily/nightly basis within the Good Neighbor Boundary, the ORGANIZATION will engage with any individuals experiencing homelessness who are shelter adverse who are found within the Good Neighbor Boundary and will: Maintain a daily log of engagement activities, including a count of each encounter and the outcome of the encounter (i.e., accepts or rejects shelter). Strongly encourage (and make accommodations for) those individuals to stay at the FACILITY or a partner shelter. Require engagement staff to work in pairs and, at all times, exercise safety pre- cautions. If shelter services are refused, require staff to contact the CITY of Denton Police Department’s Homeless Outreach Team immediately following any engagement and provide the location and number of individuals in the Good Neighbor Bound- ary • 3. • • E.Participant Eligibility Requirements. 1. The emergency and enhanced overnight shelter is for single adults, 18 years and older, who are living outdoors or in a place not meant for human habitation. However, fam- ilies with children may temporarily stay in an available shared room, targeted as a temporary emergency stay while the ORGANIZATION seeks alternative overnight shel- ter arrangements and services to which they may be referred such as the hotel voucher program. 2. The shelter will accept referrals from agencies on the Denton County HMIS system, open referrals, Guest drop-in, or self-referral. 3. All Guests should be directed to schedule an appointment for a Coordinated Entry assessment either through a Denton County Coordinated Entry (CE) front door, the ORGANIZATION, or a community designated assessor, unless the assessment has al- ready been completed with the household. Page 40 F.Protection of Children at the Facility. 1. The ORGANIZATION shall implement a policy to prevent any employee or volunteer from being the sole adult left in the presence of children at any time, unless the adult is the child’s parent or legal guardian. 2. The ORGANIZATION shall not assign or allow employees and volunteers to be in direct contact with children if the employee or volunteer would be barred from contact with children under the rules established for day care facilities by the Texas Department of Family and Protective Services. 3. If children under the age of eighteen (18) are on campus, the ORGANIZATION agrees to obtain a criminal background check on all employees and volunteers whose duties will place them in contact with such children under the age of eighteen (18). G. Facility operations and maintenance. The ORGANIZATION will maintain all aspects of facility operations and maintenance, Guest services, and good neighbor practices and policies at minimum: 1.Space and Security. a. On-site space for case managers and other service providers to meet confiden- tially with Guests. Method to monitor and control access, track Guests, and manage and document participation by collaborating service partners when the partners are on-site or at other supportive services locations. b c. Coordinate site security and facilitate uniform and effective shelter entry. Conduct property searches only according to policy and as communicated to staff and Guests. Site security that includes review of the areas and sidewalks around the program site and functions (related to the Good Neighbor Practices subsection 4 above). d 2.Clean Living Environment. a. Staff oversight, janitorial service, and maintenance coordination for the sleeping areas, bathrooms and showers, the dining room, and community room(s), and general grounds of the program site. b. Policies and procedures, including Guest responsibilities, to create a site that is pet-friendly, as well as accommodating to service, support, and companion ani- mals 3 Food and Meals a. Food must be prepared, handled, and stored in a sanitary manner to prevent the spread of food-borne illness, as per the Denton County Public Health and CITY of Denton guidelines. This includes food prepared on-site, food brought to the pro- gram from other locations, and donated foods. Page 41 4.Community Support a. Guest Feedback. The ORGANIZATION shall design a system for the acceptance and evaluation of Guest feedback (spoken and written forms) as well as a writ- ten and posted Complaint and Grievance Procedures. The ORGANIZATION shall follow up on Guest feedback, share such feedback with the CITY and, in consul- tation with the Manager, make changes where appropriate. Incident Reports. Track and maintain general operational records including crit- ical incidents that include any emergency responses related to the site and the b Guests 5 On-site Assessments and Service Plans a. Welcome and intake. All Guests in the shelter should be provided with intake that includes at a minimum shelter rules and guidelines. Assessment for Program Guests. Intakes for Program Guests willing to be en- rolled in HMIS must include a release of information and consent forms that support exchange of Guest information with program partners and systems, in- cluding HMIS. Individualized and Guest-led service plans for Program Guests. For Program Guests, the ORGANIZATION shall use intake and assessment information with partnering providers to 1) facilitate housing placement; 2) acquire public bene- fits and/or entitlements (i.e. SNAP, SSI/SSDI, VA); and 3) make connections to treatment resources for ongoing recovery and health needs. Service plans will reflect the short-term nature of assistance toward housing placement and in- clude Program Guests’ identified strengths, goals, and support networks. b C. 6. Conflict Resolution Timely on-site conflict resolution to assist in problem-solving and skill-building among Guests and between Guests and staff. H.Regulation and Guidelines for Shelters The shelter will maintain a safe, dean, and healthy environment that respects the rights and dignity of Guests and staff and works in cooperation with the surrounding neighbor- hood to ensure program participants feel welcome in the community and informed and engaged in events, initiatives, and advocacy efforts that impact the community. Access/Participant Rights and Responsibilities a. The shelter will comply with the Americans with Disabilities Act (ADA), including access to assistive animals. b. The shelter will have a written policy regarding the rights and responsibilities of shelter participants and applicable service restrictions or barring. Guests must be made aware of this policy upon admission or as soon as reasonably possible. Page 42 2.Health and Safety a. The shelter will ensure that Guests are regularly advised and receive ongoing in- formation that they are a vital part of the neighborhood, and the ORGANIZATION will facilitate open and on-going communication with neighboring residents, busi- nesses, agencies, and law enforcement in order to promote neighborhood health, safety, and effectively address emerging issues. See Good Neighbor Policy and Practices. b. The shelter will maintain and follow written policies and procedures for the pre- vention and control of communicable diseases c. The shelter must make available to staff and volunteers prior to hire or service information regarding health risks they may encounter in working at the program. d. The shelter will have a complete and accessible First Aid Kit that is stocked with sufficient supplies. e. The shelter must have a process for internal reporting and reviewing of health and safety incidents. It is highly recommended that the ORGANIZATION have a safety committee or similar vehicle through which to process incident reports. f. The shelter will have appropriate emergency, evacuation, and fire safety plans and will provide ongoing training to staff on these plans. g. The shelter will handle and store all hazardous materials including cleaning sup- plies appropriately. h. The shelter will have a plan and process for safeguarding against Guest abuse, which includes reporting such abuse should they occur. i. The shelter will have a security plan to deter theft and harm to Guests and staff. A weapons policy designed to ensure the safety and security of all Guests and staff must be included in this plan. j. Educational training for all staff must be provided as often as necessary to rein- force safe work practices. k. The shelter is strongly encouraged to have at least one person certified in First Aid and CPR on duty at all times. 3 Environment/Physical Facility a. The shelter must meet local zoning, building, housing, occupancy, fire, health, and safety codes. b. The shelter must provide at minimum a mat, bed, or cot for each Guest. A process must be in place to sanitize mats, beds or cots on a regular basis and there must be a process to ensure bedding is laundered regularly. c. Facilities must be kept in a safe and sanitary condition and be in good repair and maintenance. d. Restroom facilities and washbasins, with appropriate hygienic supplies and/or equipment, must be provided in an appropriate number and configuration for the type of facility and its capacity in accordance with local codes. The shelter must have hot and cold running water. e. The shelter is strongly encouraged to have hand-cleaning stations, such as dis- pensers of alcohol-based hand sanitizer, near entry doors and/or reception desks. Page 43 f. First Aid and CPR training should be made available to staff and volunteers to han- dIe the treatment of any on-site injuries or emergencies. I. Operating Personnel 1. Guest Centered, Housing Focused Case Management. The ORGANIZATION’s staff or volunteers will communicate, encourage, facilitate, and support the Guests’ progress and activities toward housing and stability. 2. Diversity. The ORGANIZATION will make an effort to staff the program with staff, paid and volunteer, that reflect the demographics of the target population. 3.Training. The ORGANIZATION shall be responsible for developing and implementing operational orientation and training for all the ORGANIZATION employees (paid or volunteer). a. Information related to providing services directly to people experiencing and at- rick of homelessness in the day/overnight shelter environment including risk man- agement, workplace safety, shelter health and safety conditions, Guest privacy, trauma informed care, and abuse prevention shall be made available to all Staff and Volunteers Ongoing training and resources will be made available to all staff and volunteers to maintain a safe, open culture which meets all participants’ wants and needs. b c. Staff training and development will include ongoing training at a minimum on: • Ethics Health, mental health and substance use issues Professionalism, showing respect for Guests and fellow staff Cultural competency for diversity, race, gender, ethnicity, disability, sexual ori- entation, and life stage (for example, adolescence or old age) Guest relationships and ethical boundaries to affirm that staff must maintain clear boundaries to assure professional integrity and responsibility always Americans with Disabilities Act (ADA) awareness and accommodations, and other pertinent issues for the population. • • • • 4.Segregation of Duties and Responsibilities. The ORGANIZATION shall segregate duties of personnel by job classification, and clearly delineate the parameters of each job. The ORGANIZATION should ensure appropriate separation of duties and prudent con- trols, reviews, and checks and balances of authority for all financial and non-financial functions so as to minimize the risk of fraud, waste, and abuse. J. Monthly Meetings The ORGANIZATION agrees to participate in monthly meetings with the CITY to review progress on performance and outcome measures, as well as operational matters. Page 44 K.Investment Outcomes and Indicators The Program is part of the Denton County Homelessness Leadership Team’s efforts to make homelessness rare, brief, and nonrecurring. The Denton County Homelessness Leadership Team’s strategic plan goals are focused on achieving stable housing for indi- viduals and families. The strategic plan describes the expectations for how the desired result(s) and goals will be achieved through a set of specific activities (strategy), which are measured by defined system impact performance measures. 1.System performance measures. The SPMs are identified below, as well as other per- formance measures that may be identified by the CITY and the ORGANIZATION. HMIS data will be used to evaluate the impact of the Program on the community’s goals and system performance measures (SPM). SPM’s that will be reviewed regularly by the CITY and the ORGANIZATION may include any of the following: • • • • • • • shelter/bed utilization – both at any given time and over the Agreement period (number) # of days stayed at the shelter (length) % of shelter participants exiting to permanent housing (housing), if known % of Program participants exiting to permanent housing (housing) Location where the individual/household became homeless before this incident Individual/household income and benefits pre/post shelter stay (income) How the Guest was referred to shelter (outreach) Performance (Outputs) Measures. On a monthly basis, ORGANIZATION will capture and report on the following performance measures, compared to the goals shown below, on Monthly Performance Report. Performance Measure Unduplicated Guests 1,500Overall• Unduplicated Guest Count Served (across all services) • Unduplicated Guests Receiving one or more Day Shelter Services • Of total receiving Day Shelter Services above, Unduplicated Guests Receiving Care Coordina tion • Unduplicated Guests Receiving one or more Emergency Overnight Shelter Services • Unduplicated Guests enrolled in Enhanced Shelter (Overnight) Services Emergency (Day) Ser- vices 350 Emergency (Overnight) Services Enhanced Shelter (Over- night) Services Page 45 Housing Resolutions • Unduplicated Count of Persons Who Self-Re- solve/Divert from Homelessness (Homeless- ness is not required to be documented for self- resolved/diverted persons.) • Unduplicated Number completing Coordinated Entry Assessments and included on the Hous- ing Priority List • Housing Placement (to Temporary/Transitional Housing) • Housing Placements (Permanent Housing): Unduplicated Guests exiting to permanent housing destinations Percentage reduction in Housing Placements Who Return (using Oct count as the baseline) • Percentage reduction in Average Length of Stay (using Oct average length of stay (in days) as the baseline) 50 1,000 50 150 (25%) 25% 3 Service Metrics. In addition to the above performance measures, ORGANIZATION also agrees to report on the following additional metrics in the Monthly Performance Re- port • Day Services – Average Daily Guest Count Day Services • Night Services- Shelter Utilization Bed Nights • Night Services – Average Length of Stay (in days) for Guests Exiting to any Desti- nation (data used for outcome measure below • Night Services – Number of Engagement Encounters • Night Services – Length of Stay in Housing Placement (less than 7 months; 7 months or more) 4 Operational Updates. In addition to demographic/performance/outcome reporting, ORGANIZATION will also submit an operational report each month to include signifi- cant events or changes in operation during the month as shown below. These are re- ported on Operational Report. • Operational events or changes • Actual or anticipated changes in revenue or expenses • Actual or anticipated staffing changes or issues • Law enforcement activity (at or around the facility) • Complaints (by Guests, neighbors, or others) • Issues arising under the Good Neighbor Policy and Practices • Disciplinary actions or bans issued to Guests • Operational barriers and actions taken to address those barriers • Other issues Page 46 ATTACHMENT 1 to EXHIBIT A GOOD NEIGHBOR BOUNDARY q ++ +L B Page 47 EXHIBIT B REPORTING AND RECORD KEEPING REQUIREMENTS 1.REPORTING GUIDELINES A. All reports shall be submitted by the appropriate deadlines. If reports are not received in a timely manner or not completed, future requests for payment will be held until all pend- ing reports are received and approved. B. Before payment related to this Agreement will be made by CITY, the ORGANIZATION must submit a fully completed Monthly Performance Report using the form provided by Man- ager, reviewed and signed by one or more of the individuals who are authorized to sign requests for payment hereunder on behalf of the ORGANIZATION. C. All reporting documents should be submitted to the Manager, City of Denton, 401 N. Elm Street, Denton, TX 76201. 11.REQUIRED MONTHLY REPORTS A. The following reports must be submitted by the twentieth day of the month following the previous month as illustrated in the reporting schedule in Section III.B of this Exhibit. a. An ORGANIZATION request for a reimbursement payment; and b. The ORGANIZATION’s Monthly Performance Report including a detailed state- ment of prior month expenditures and performance reporting. c. Guest data and performance reporting should be reported from HMIS. B.ORGANIZATION shall maintain records to demonstrate proper expenditure of both CITY- provided funds and ORGANIZATION funds for the operation of the FACILITY and the ser- vices and activities conducted at or from the FACILITY. ORGANIZATION shall promptly submit, with each request for reimbursement payment and the supporting documenta- tion for allowable expenditures hereunder to CITY, ORGANIZATION’s unaudited monthly financial statements including bank statements, posted general ledger (GL), Income State- ment, and Profit & Loss statement detailing the cost incurred for each month during the prior month. Other Monitoring documents as described in this Agreement.C. 111 REQUIRED REPORTING SCHEDULE A. Monthly Payment. CITY will remit its contribution for the month within thirty (30) days after receipt of ORGANIZATION’S request for reimbursement payment and Monthly Per- formance Report in accordance with this Exhibit and subject to the provisions of Section 16 of the Agreement. Prior to CITY making any monthly payment, ORGANIZATION must provide CITY with written documentation evidencing that it has incurred expenses for the prior month in accordance with the then current approved comprehensive operating plan and annual operating budget. B. Reporting and requests for payment should be submitted monthly on the twentieth day of the month for the prior month. For example: Page 48 • • • • January 20th – Monthly Performance Report for December and request for reim- bursement payment for the Month (December 1st - 31st) February 20th – Monthly Performance Report for January and request for reim- bu rsement payment for Month (January 1st - 31st) March 20th – Monthly Performance Report for February and request for reim- bursement payment for Month (February 1st – 28th or 29th, as applicable) and so on for each month of the Agreement Year C. The reports must be reviewed and signed by the ORGANIZATION’s Executive Director. IV.OTHER DOCUMENTATION THAT MAY BE REQUESTED A.ORGANIZATION will submit to CITY monthly reports that include Program activities, out- comes, and other information required by the CITY. Failure to submit any report or docu- mentation described in this Exhibit to CITY shall be an event of default under this Exhibit and CITY may exercise its remedies for default. CITY retains the right to change reporting requirements and forms at its discretion and agrees to work collaboratively with ORGAN- IZATION to determine the appropriate measures of performance. CITY will notify ORGAN- IZATION in writing of any such change. HMIS data reports related to program performance or management may also be re- quested by CITY for auditing or evaluation purposes. Reports or information related to program performance or management may also be re- quested by CITY for auditing or evaluation. With respect to any request made by CITY pursuant to the provisions in this Agreement, ORGANIZATION shall provide its best efforts to comply within a reasonable time. B. C. D. V. RECORD KEEPING A.Accurate record keeping, and retention are material to the ORGANIZATION’s perfor- mance of this Section. Specifically, ORGANIZATION will keep or cause to be kept an accu- rate record of: 1. Guests accepted into the Program, 2. Services provided to each Guest, 3. Progress of each Guest, and 4. Description of expenditures (by source) sufficient to allow CITY to monitor the effec- tiveness of the program and compliance with the provisions in this Agreement and any grant funding requirements. ORGANIZATION shall promptly provide CITY with copies of any document CITY deems necessary for the effective fulfillment of CITY’s monitoring and evaluation responsibilities. ORGANIZATION will maintain all records and documentation related to this Agreement for five (5) years after termination of this Agreement (or, with respect to a specific funding source for the funds to be paid by CITY hereunder, such longer period as may be required by such funding source). If any claim, litigation, or audit is initiated before the expiration B. C Page 49 of the retention period, the records must be retained until all such claims, litigation or audits have been resolved. ORGANIZATION understands and agrees that CITY and any representatives of a grant funding entity shall have access to all reasonable hours to the ORGANIZATION’s offices and records dealing with the use of the Funds. Page 50 EXHIBIT C ORGANIZATION ANNUAL OPERATING BUDGET FOR THE FACILITY, FUNDRAISING PLAN AND STAFFING PLAN [See attached] Page 51 Our Daily Bread, Inc. Loop 288 Budget Reveaue Died Put>be Supp'c#t Direct Sw#mt Chunhes Individual Total 206.500.00 et 1.000.00 175.000.00 75.Dex).ex) 1.067.500.00 COfpH& SooN Ckganh3tions Total Direct SI Grants PNtt Direct Pub lie Grants City of Denton HHS Gant City al Denton RRH Gant City of Denton Shehn Grant Other Public Grants (County. Fakrzl. SECC} ESO Grants Total Direet PIAtte Grants S 00.000.00 100.000 00 400.000.CO 1 00.000.00 150.000.00 840.000.00 Non Public Grants BBL Grant Flow Health Care Foundation Dallas Umning News United Way of Denton County Feunddbn Grants fLeshy. Wuwr. TJX eFT. Henry. ete.} Total Non Public Grants Told Dim# Pubhe Suppott h Kind TAFB Food TAFB in Kiwd NonFood In Kind . Food In Kind . Other Total in Khif Fun&85615 A Halt for the HungryfGzl& Signature Event S 1 3.000.00 IODGe ac 80.000.00 75.000.00 350,000.00 508.000 00 2.41S.500.00 S $ 750,aGO.ac 50.Qaa.ac ioo.m.DO 100.000.00 t W.000.00S Tickets Sponsors Donation/ Auction tO,000.00 60.000.00 30.000.00 IOO,000.00Total A Heart kx the Hungry S Spring Appul/Yew End Alwai . letter and dec#Ionic solieit3bon Hath Texas G tang Day Facebook Golf Toumaaent Total Fundraisers IOO.000.00 80.000.00 30.000.00 50.000.00 360.000.00S Page 52 Total RoPenue S 3.775.500.00 Expenditures Salaries Heals Admin Program Snviees Fadb6es Security Shetbr Total Sdxies Food Praarnn Food Suppbes/other Total Fwd Facilities Truck FueyHdntenznn Equj#!vent Udntenuee Equ jntent Rent Utilities S S 3 S S 312.385 70 451.943.40 554.456.04 69.860 30 318.500.00 350.525_60 2.057.679.34 105.000.00 10.see.co 11 5.500.00S tO.DOC.CO t 0.000.00 1 0.000.00 00.000.00 120.000.00Total 6altxi F3dl Kbs and Equipment Special Seryjns Guest Assistance S Supp6 es/$ther Spedd Seryins In Aind TAFB Food In+ind TAFB htAind NonFood In Kind - Fo(xi In Kind OUter Total in aind Administrative Acowntino Fees D#in Expense/SuM% Insw8nu oem A&nin Total Achrhis&8tive FunckzisinB Fxlunses Heat for the Hungry Heat Heals & Entertainment Deoonting Heart Other Erlnnses Total Heart for the Hurley GoH Tournzner# Extnnses (Xfm Funckatsino Expenses Total Funcb3isho Expenses Total Expenditures 350.000.00 30.000.00 380.000.00S 750.aQa.co 50.000.00 100.000.00 1 00.600.00 1 .000.000.00S t 5.000.00 5.000.00 25.000.00 5.000 DO 50.000_GO 3 $ 23.000.00 1.500 DO 1.000.00 25.500.00 20.000.00 6.650'OO 52.ISO.OO 3.775.329.94 S S $ S S Page 53 Hd Opentin© Revenue Net Revenue S S 170.06 170.06 Note: TTtis budget does not reflect capital campaign costs/revenues Page 54 al b=== FT neaR#ear R===RWnB-•WI I.#' I bvd8p.d 8e+B'utVH+tvoqB , Vat BlnHHW q aIr 1 1 } ]IL7ILmzrBza [mm FOCUS ARFAS OBSTACLES TARG€1S Loop 288 Fundraising Campaign- (hr Daily Bread OvHaH FuN&aisbIg Gad: Ran SZWI hr q)edd Fax++=le CaTTBVl (FFEJtJxe 288 OjMzhU} ard ANna Fm&a9nO {hTtp,BFI IEnOW Pr:rUaUn8 anu=ng Fn al•IHlnWWFEnBt YI OP) C•npdp alnao C+nm Connare B8rrt•nUrBan RC &BPecQ UUBVbtartllVEKlat #lOan UR, UMK&c>•la nreln VUaFTeQ HIYFlIBen ErCMac anI 3uar CIB A'l ean D Fy naPa : ! U =+r t 5 lean ++e 8 DewvIn Inn Wage Bonn b nDa SHI heenan taPe BuaBrlnyrKy ceHseer3een8 DoBor R+bfHoa tJcve IQ Re QbnrHPJ Gene& ' RelK3r£e dgurgB afBrourUr8B snare Real/IP : C ocFca B tea Nr b Per \FaB :re CUtS C46actr SU?8navDu8BU HereIBe a\Be nana Nea gHg hr Hq Bin cac>. IhFwnp nerIB. 8rU8nlmniHro$&OOeftqa+88hO vegan•e+r8e3 HItlag arRba quBe OFowesBHTle5rlt#un©BcnBn nn CJte•thRU jFaBaTe aFa ten}vI BEVan: 1 eim r/Su8 n &eae NO cfTee IFSCHU U exact/PavaEe hJFOB F 3Hcn n+tO a- ee rUIFtT6 gB DJ El Hob8 au93 na top=en &PPB HHI aBmIUNIIIraPhIHUlawuHan - - - FhrKf8}3+ID ParIS W HH are OfUecna ata se :ueWb change Page 55 EXHIBIT D OWNERSHIP AND USE OF PROPERTY A.Acquisition and Ownership. ORGANIZATION intends to acquire all capital acquisition, sup- plies, materials, furniture, fixtures, equipment or any other property required for the op- eration of the FACILITY. Ownership and title to all capital acquisition, supplies, materials, furniture, fixtures, equipment or any other property purchased with funds received under this Agreement and in accordance with the provisions of the Agreement, belongs to and is vested with CITY as purchased or acquired and such property shall, upon termination or expiration of the Agreement, remain at the FACILITY or be delivered to the CITY upon request. Ownership and title to all capital acquisition, supplies, materials, furniture, fix- tures, equipment or any other property donated to CITY by ORGANIZATION or by others for use at or in support of the FACILITY belongs to and is vested with the CITY and such property shall, upon termination or expiration of the Agreement, remain at the FACILITY or otherwise remain in the CITY’s possession. Subject to the provisions of this Agreement, ownership and title to all capital acquisition, supplies, materials, furniture, fixtures, equip- ment or other property purchased or acquired through donation to ORGANIZATION or otherwise for the FACILITY without the use of funds received from the CITY under this Agreement or otherwise (“ORGANIZATION-Funded FF&E") will belong to and be owned by ORGANIZATION. In connection with the termination or expiration of this Agreement, any ORGANIZATION-Funded FF&E permitted to be removed by ORGANIZATION from the Facility pursuant to Section 35.B may, at ORGANIZATION’s option, instead be offered to CITY by ORGANIZATION in writing at least thirty days prior to such termination or expira- tion. The CITY may choose to retain all or part of the ORGANIZATION-Funded FF&E so offered by responding in writing to ORGANIZATION within twenty-one days after receipt of ORGANIZATION’s written offer. The CITY’s written response will identify which items, if any, of the offered ORGANIZATION-Funded FF&E the CITY wishes to retain. Any such ORGANIZATION-Funded FF&E so retained by CITY will remain at the FACILITY, title and ownership of such retained ORGANIZATION-Funded FF&E will transfer to the CITY, and the CITY will reimburse ORGANIZATION for the unamortized value remaining as of the date of such termination or expiration of any such retained ORGANIZATION-Funded FF&E. ORGANIZATION shall provide and execute any instruments required by CITY to evidence CITY’s ownership, as applicable, at any time. Any ORGANIZATION-Funded FF&E not of- fered to the CITY, or offered but not identified in the CITY’s written response as an item being retained by the City, will be subject to the provisions of Sections 35.B. and C. of this Agreement. Inventory of Furniture, Fixtures and Equipment. Before ORGANIZATION moves into the FACILITY, the CITY and ORGANIZATION will inventory and create a list of all supplies, ma- terials, furniture, fixtures, equipment or any other property located in, around or on the premises and building(s) of the FACILTY identifying the owner, the purchase cost or ac- quisition value, and the straight-line amortization schedule if ORGANIZATION-Funded FF&E, and describing the property in sufficient detail to be able to identify it (the “lnven- tory List”). ORGANIZATION shall maintain and update the Inventory List each month and B Page 56 submit the updated Inventory List to the CITY at the same time as ORGANIZATION submits its Monthly Performance Report. Use of Property. During the Term, ORGANIZATION shall have the right, power, responsi- bility and authority to use, manage and operate the FACILITY as a low-barrier to entry emergency shelter, and to retain any and all revenue, income, proceeds and other amounts that may be generated at or from the FACILITY. ORGANIZATION shall be liable and obligated to pay all of the costs to operate, maintain, repair and use the FACILITY during the Term except for those items expressly provided to be paid directly by the CITY. Programming. The parties acknowledge that a primary objective of this agreement is to provide day and overnight shelter with immediate and easy access, which lowers barriers to entry, focuses shelter services on assisting Guests with being rehoused quickly, and measures data on percentage of exits to housing, average length of stay in shelter, and percentage of returns to homelessness. ORGANIZATON shall take all reasonable actions to efficiently utilize the FACILITY for this objective. Compliance with Laws. ORGANIZATION agrees not to use the FACILITY for any use or pur- pose in violation of any applicable law, regulation or ordinance of the United States, the State of Texas, the City of Denton or other lawful governmental authority having jurisdic- tion over the FACILITY, including, without limitation, the Americans with Disabilities Act of 1990, as amended; provided, however, there shall be no violation by the FACILITY of this provision (i) so long as the ORGANIZATION shall, in good faith within a reasonable time after ORGANIZATION acquires actual knowledge thereof, by appropriate proceed- ings and with due diligence, contest the alleged violation or the validity or applicability of the law, regulation or ordinance; (ii) until ORGANIZATION has had a reasonable time after a final adjudication that such law, regulation or ordinance, in fact, has been violated; and (iii) so long as neither the CITY nor any portion of the FACILITY, during the period of such contest, will be subject to any liability, loss, penalty or forfeiture. ORGANIZATION shall promptly comply with all governmental orders and directives for the correction, preven- tion, and abatement of nuisances caused by ORGANIZATION, its officers, agents, or em- ployees, in or upon or connected with the FACILITY, and shall pay for the costs of compli- ance Prohibited Uses. Without in any way limiting the foregoing Section, ORGANIZATION shall not permit the FACILITY to be used in any manner that would render the insurance thereon void or the insurance risk more hazardous. ORGANIZATION shall not use or oc- cupy the FACILITY, or permit the FACILITY to be used or occupied, (i) contrary to any stat- ute, rule, order, ordinance, requirement, or regulation applicable thereto or (ii) in any manner which would violate any certificates of occupancy or permit affecting same, cause structural injury to then existing improvements, cause the usefulness of the FACILITY to diminish, constitutes a public or private nuisance or waste or is a threat to the welfare of the general public. ORGANIZATION shall not use or occupy the FACILITY or allow the FA- CILITY to be used or occupied in any manner that would violate or otherwise invalidate the tax- exempt status of the FACILITY, ORGANIZATION, and/or the CITY. C. D. E. F Page 57 G.Licenses and Permits. ORGANIZATION must obtain or ensure all licenses and permits re- quired by any regulatory authority or entity for the operation of, or activities in the FA- CILIW are obtained and kept current for ORGANIZATION and its contractors, subcontrac- tors, vendors, and co-located agencies. Facility Utilities. All utilities, including, without limitation, gas, electricity, water, sewer, telecommunications and cable, for the FACILITY shall be budgeted for in the operating budget. All utilities for the FACILITY shall be placed and maintained in the name of OR- GANIZATION during the term of the Agreement and paid directly by ORGANIZATION. OR- GANIZATION shall be liable and obligated to pay all charges, fees, costs and assessments incurred for the use of all utilities and utility services at the FACILITY. Notwithstanding ORGANIZATION’S obligation to pay utilities, ORGANIZATION shall undertake all reasona- ble efforts to minimize utility expenses at the FACILITY and institute utility efficiencies. Facility and FF&E Maintenance H. I 1.General Obligation. ORGANIZATION shall keep the FACILITY and all of the FACIL- ITY’s furniture, fixtures and equipment (“FF&E”) in a state of good, safe, and at- tractive condition and repair on a regular and ongoing basis. At all times during the term of this Agreement, ORGANIZATION shall neither commit nor suffer any waste to the FACILITY or damage to the FF&E. Preventative Maintenance. ORGANIZATION shall be responsible for “Preventa- tive Maintenance" of the FACILITY and the FF&E. Preventative Maintenance is the systematic day-to-day maintenance or upkeep of the FACILITY and FF&E to keep all structures, systems and equipment functional and in good operating con- dition and to protect against deterioration of the FACILITY or FF&E and to keep it clean, sanitary, and healthy. Preventative Maintenance includes but is not limited to site and facility maintenance, grounds maintenance, housekeeping, and activi- ties that comply with manufacturers’ required maintenance or suggested preven- tive maintenance programs such as changing filters and belts and checking fluid levels on equipment. Routine Maintenance and Security; FF&E Replacement. ORGANIZATON shall be responsible for “Routine Maintenance” of the FACILITY and FF&E. Routine Maintenance involves day-to-day maintenance of all building systems including operation of HVAC equipment, repair of plumbing and electrical problems, irriga- tion systems, and repair of any system, FF&E or item that breaks or stops func- tioning, and such repairs shall be conducted by licensed technicians. ORGANIZA- TON shall maintain and provide janitorial, trash collection, and security service for the FACILITY during the term, including routine repairs to the interior, exterior and structural portions of the facility. ORGANIZATION shall be responsible for the re- placement of any FF&E that is beyond its useful life or otherwise in need of re- placement. Major Maintenance. CITY shall be responsible for “Major Maintenance” of the FACILITY. Major Maintenance involves the repair or replacement of major building systems including the roof, HVAC equipment, electrical, plumbing, and structural problems. 2 3. 4. Page 58 5. Landscaping Maintenance. ORGANIZATON shall maintain its grounds to ensure the FACILITY is aesthetically pleasing, including without limitation, the mowing of grass, care of shrubs, and general landscaping. Maintenance Records. ORGANIZATON shall document all maintenance activities performed at the FACILITY and in connection with the FF&E and shall provide cop- ies of all maintenance records for inspection by CITY at any time. 7. Computer Equipment. ORGANIZATON shall maintain all computer equipment in good working condition, all software should be up-to-date, and internet access should be accessible. 8. ORGANIZATON’ Repairs. ORGANIZATON shall make any and all additions, altera- tions or repairs in and about the FACILITY and to the FF&E that may be required or permitted by this Agreement in a good and workmanlike manner and shall oth- erwise observe and comply with all public laws, ordinances, and regulations that from time to time are applicable to the FACILITY or the FF&E. Before the ORGAN- IZATON commences any material renovation, plans and specifications for same shall be submitted to the Manager for approval, and ORGANIZATON shall furnish to CITY (i) an estimate of the cost of the proposed work; (ii) satisfactory evidence of sufficient ORGANIZATION’s comprehensive general liability insurance covering the FACILITY, builder’s risk insurance, and workers’ compensation insurance; (iii) a performance and payment bond satisfactory in form and substance to the Man- ager; and (iv) such other security as the CITY may reasonably require to insure completion of or payment for all work free and clear of liens. 9. Right of CITY to Make Repairs. At all times, after reasonable prior notice to OR- GANIZATON, the CITY, its agent and employees shall have the right to enter the FACILITY for the purpose of inspection or, if ORGANIZATON is in default after the expiration of any applicable cure period or in the event of an emergency, making any repairs or alterations to the FACILITY, both interior and exterior, and of every kind or nature or to the FF&E which are required of ORGANIZATON under this Agreement but which the ORGANIZATON has failed to perform; and ORGANIZA- TION shall not offer any obstruction, or hindrance to any such repairs or altera- tions; provided; however, that nothing contained in this Exhibit shall be deemed to impose on the CITY any obligation to so act. 10. Employment/Volunteer or Community Service Opportunities for Individuals Expe- riencing Homelessness. ORGANIZATON agrees to take into consideration provid- ing opportunities for individuals experiencing homelessness to be employed or volunteer at the FACILITY, including cleaning the interior and exterior of the FA- CILITY, where such employment or volunteer opportunity is consistent with OR- GANIZATION policy. 6 Page 59 EXHIBIT E DEFINITIONS DAY SHELTER is a facility that provides a safe place for people to find temporary shelter, food, sanitation, and other forms of support. EMERGENCY SHELTER means any facility with overnight sleeping accommodations, the primary purpose of which is to provide temporary shelter for the homeless in general or for specific populations of the homeless. ENHANCED SHELTER PROGRAM (“Program”) means a program within the shelter that has dedicated beds for individuals enrolled in the Program and are actively participating in case management. Guests in the Program will have a reserved bed to return to each night and storage for personal belongings. Enrollment in the Program should include HMIS intake and a Coordinated Entry Assessment to the extent a Guest is willing to participate in such intake and assessment to facilitate housing placement. Guests in the Program will have a service plan developed with a case manager that reflects the plan of assistance toward housing placement and include Guest identified strengths, goals, and support networks needed based on the unique Guest needs. FUNDS mean all funding made available for maintenance, operation, programming, and management of the FACILITY. Funds include, but are not limited to, CITY general funds or bond funds, County funds provided by interlocal agreement with the CITY, and federal or state grant funds provided by agreement with the CITY pursuant to this Agreement. GUEST means an individual eligible under an applicable funding source who receives services through the ORGANIZATION, whether at the FACILITY or through programs administered by ORGANIZATION pursuant to this Agreement. PROGRAM mean the services performed by ORGANIZATION or its contractors as part of the scope of work performed pursuant to this Agreement. REGULATIONS mean all applicable local, state, and federal laws, rules, and regulations now in effect or that become effective during the term of this Agreement. This Agreement without limitation, incorporates the regulations governing the use of each of the state and federal grant funds as amended made available to ORGANIZATION to fund the Program. SECURITY OFFICER means ORGANIZATION employees acting within the scope of this Agreement that are licensed or registered commissioned security officers or noncommissioned security officers and in good standing with the Texas Department of Public Safety pursuant to the Texas Occupations Code and the Texas Administrative Code. Page 60 For purposes of determining homelessness status and eligibility for programs and services, HOMELESS means: •An individual or family who lacks a fixed, regular, and adequate nighttime residence, rneanlrIg: ,/An individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground; V An individual or family living in a supervised publicly or privately-operated shelter designated to provide temporary living arrangements (including congregate shelters, transitional housing, and hotels and motels paid for by charitable organizations or by federal, state, or local government programs for low-income individuals); or / An individual who is exiting an institution where he or she resided for 90 days or less and who resided in an emergency shelter or place not meant for human habitation immediately before entering that institution; or •An individual or family who will imminently lose their primary nighttime residence, provided that: /The primary nighttime residence will be lost within 14 days of the date of application for homeless assistance; /No subsequent residence has been identified; and v'The individual or family lacks the resources or support networks, e.g., family, friends, faith- based or other social networks, needed to obtain other permanent housing; or •Unaccompanied youth under 25 years of age, or families with children and youth, who do not otherwise qualify as homeless under this definition, but who: / Are defined as homeless under section 387 of the Runaway and Homeless Youth Act (42 U.S.C. 5732a), section 637 of the Head Start Act (42 U.S.C. 9832), section 41403 of the Violence Against Women Act of 1994 (42 U.S.C. 14043e–2), section 330(h) of the Public Health Service Act (42 U.S.C. 254b(h)), section 3 of the Food and Nutrition Act of 2008 (7 U.S.C. 2012), section 17(b) of the Child Nutrition Act of 1966 (42 U.S.C. 1786(b)) or section 725 of the McKinney-Vento Homeless Assistance Act (42 U.S.C. 11434a); V Have not had a lease, ownership interest, or occupancy agreement in permanent housing at any time during the 60 days immediately preceding the date of application for homeless assistance; / Have experienced persistent instability as measured by two moves or more during the 60-day period immediately preceding the date of applying for homeless assistance; and 7 Can be expected to continue in such status for an extended period of time because of chronic disabilities, chronic physical health or mental health conditions, substance Page 61 addiction, histories of domestic violence or childhood abuse (including neglect), the presence of a child or youth with a disability, or two or more barriers to employment, which include the lack of a high school degree or General Education Development (GED), illiteracy, low English proficiency, a history of incarceration or detention for criminal activity, and a history of unstable employment; or •Any individual or family who: 7 is fleeing, or is attempting to flee, domestic violence, dating violence, sexual assault, stalking, or other dangerous or life-threatening conditions that relate to violence against the individual or a family member, including a child, that has either taken place within the individual's or family's primary nighttime residence or has made the individual or family afraid to return to their primary nighttime residence; 7 Has no other residence; and Lacks the resources or support networks, e.g., family, friends, faith-based or other social networks, to obtain other permanent housing. Page 62 EXHIBIT F PRIOR AGREEMENTS AND FUNDING HISTORY 1. Enhanced Shelter Service Agreement (19-1689) October 1, 2019 – September 30, 2021 with the option three (3) additional one-year periods Funding Histo Year 1 – October 1, 2019 – September 30, 2020 Year 2 – October 1, 2020 – September 30, 2021 Additional one-year if extended Add 1 – October 1, 2021 – September 30, 2022 Add 2 – October 1, 2022 – September 30, 2023 Add 3 – October 1, 2023 – September 30, 2024 Amount Granted $400,000 W4 $400,000 $400,000 $400,000 Page 63