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21-194721-1947 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICE AGREEMENT WITH GIVING HOPE, INC., PROVIDING FOR STREET OUTREACH PROGRAM SERVICES IN FURTHERANCE OF THE COORDINATED SYSTEM OF HOMELESSNESS ASSISTANCE PROGRAMS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR IN AN AMOUNT NOT TO EXCEED $64,600.00; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the "City") and Giving HOPE, Inc. desire to enter into a service agreement in the form attached hereto as Exhibit A (the "Agreement") to provide for the expenditure of funds for street outreach program services in an amount not to exceed $64,600.00 in furtherance of the coordinated system of homeless assistance programs to reduce homelessness in the City; and WHEREAS, the City adopted a Program Services Budget for Homelessness Initiatives pursuant to Ordinance 21-1986, including $64,600.00 for street outreach program services; and WHEREAS, at its December 11, 2020 meeting, the Community Services Advisory Committee voted to recommend the selection of Giving HOPE, Inc., to provide the street outreach program services pursuant to the Agreement in an amount not to exceed $64,600.00; and WHEREAS, the City Council of the City hereby finds that the 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 Interim City Manager or designee is hereby authorized to execute the Agreement with Giving HOPE, Inc., and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds as provided for in the Agreement in an amount not to exceed $64,600.00. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by K-10-(0�)IQC-U- and seconded by e 55e S the ordinance was passed and approved by the following vote -1 - Page 1 Aye Nay Abstain Absent Mayor Gerard Hudspeth: Birdia Johnson, District 1: ✓ Connie Baker, District 2: ./ Jesse Davis, District 3: ✓ John Ryan, District 4: ./ Deb Armintor, At Large Place 5: ✓/ Paul Meltzer, At Large Place 6: ✓ PASSED AND APPROVED this the i'h ATTEST: ROSA RIOS, CITY SECRETARY BY:�J/_ 7/1 �TPP��r. P� — APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY dr=rM1yaftlent-ar, -A w=oevertmem oserse�aGtwvxog�e��i Gwemmenr,ou•legal, rn•CatfieRnedifian BY: ma�tiemea�e ��nbentnn�n, bate: uin.»At zaSRs�-05tl0' day of I ?—Cex-,00 Qom2021. GERARD HUD PETH, MAYOR SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND GIVING HOPE, INC. HOMELESS INITATIVES: STREET OUTREACH This Service Agreement ("Agreement") is hereby entered into by and between the City of Denton, a Texas home -rule municipal corporation (the "CITY"), and Giving HOPE, Inc., a Texas non- profit corporation, ("AGENCY"). WHEREAS, the CITY and AGENCY desire to enter into an agreement to provide for certain program services as part of a coordinated system of homeless assistance programs to reduce homelessness in the CITY; and WHEREAS, the City has adopted a budget for such funds and included therein an authorized budget for expenditure of funds; and NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound, to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described: 1. TERM This Agreement shall commence on or as of October 1, 2021, and shall terminate on September 30, 2022 unless sooner terminated because funding is no longer available or in accordance with Section 16, Termination. The CITY shall have the right, but not the obligation, to extend the term of this Agreement. 2. RESPONSIBILITIES AGENCY hereby accepts the responsibility for the performance of all services and activities described in the Scope of Services attached hereto as Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY in its sole discretion, in accordance with the terms herein. CITY will consider AGENCY's executive officer to be AGENCY's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from AGENCY and approved by CITY. A. The CITY's Community Services Manager will be CITY's representative responsible for the administration of this Agreement. B. AGENCY certifies that the activities carried out with CITY funds shall benefit people experiencing homelessness. 3. OBLIGATIONS A. Limit of Liability. CITY will reimburse AGENCY for expenses incurred pursuant to and in accordance with Exhibit A and the Program Budget attached hereto as Exhibit B, and incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all payments, reimbursements and other obligations made or incurred by CITY hereunder shall not exceed the sum of Sixty -Four Thousand Six Hundred Dollars ($64,600.00). B. Measure of Liability. In consideration of the full and satisfactory performance of services and activities hereunder by AGENCY and receipt of a requisition for payment or reimbursement with appropriate documentation of expenditures, CITY shall make payments to AGENCY to reimburse eligible expenditures, subject to the budget and procedures set forth in Exhibit B and subject to the limitations and provisions set forth in this Section and Section 5 of this Agreement. (1) The parties expressly understand and agree that the CITY's obligations under this Section are contingent upon the actual receipt of adequate funds to meet CITY's liabilities and obligations under this Agreement. If adequate funds are not available, appropriated or approved to make payments or reimbursements to AGENCY under this Agreement, CITY shall notify AGENCY in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section and in Exhibit B, or may terminate the Agreement in accordance with the provisions of Section 16. (2) It is expressly understood that this Agreement in no way obligates the CITY to provide more funds than the amount shown in Subsection A above or in Exhibit B. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed, or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the 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 for reimbursement to CITY by the 90th calendar day after its billing to AGENCY, or by the effective date of the termination of the Agreement, whichever date is earlier; or (e) is not an eligible expenditure pursuant to this Agreement. (4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of AGENCY requiring prior written authorization from CITY or after CITY has requested that AGENCY furnish data concerning such action prior to proceeding further, unless and until CITY has provided such authorization or advises AGENCY to proceed. (5) CITY shall not be obligated or liable under this Agreement to any party other than AGENCY for payment or reimbursement of any monies or provision of any goods or services. (6) Funding not expended within the term of this Agreement will revert to the CITY budget for use on alternative projects. C. AGENCY'S Obligations. In consideration of the reimbursement from the CITY described in this Agreement, the AGENCY agrees to the following terms and conditions: (1) Up to Sixty -Four Thousand Six Hundred Dollars ($64,600.00) may be paid to AGENCY by CITY to reimburse eligible expenditures made in accordance with this Agreement. AGENCY shall not utilize these funds for any other purpose. (2) AGENCY will establish, operate, and maintain an account system for these funds that will allow for tracking of funds and a review of the financial status of the project. The system will be based on Generally Accepted Accounting Principles. (3) AGENCY will permit CITY and CITY's authorized representatives to review its books at any time. (4) AGENCY 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) AGENCY will not enter into any contracts that would encumber CITY funds for a period that would extend beyond the term of this Agreement. (6) AGENCY will promptly pay all bills in connection with the services provided under this Agreement on or before their due date 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's Community Development Division so that a proper accounting for such correction may be made. (7) AGENCY will appoint a representative who will be available to meet with CITY officials when reasonably requested. (8) AGENCY will indemnify and hold harmless CITY, its officers, elected and appointed officials, and employees, from any and all claims and suits arising out of this Agreement or the services and activities of AGENCY, its employees, volunteers or contractors. (4) AGENCY will submit to CITY copies of its fiscal year-end audited financial statements. 4. PERFORMANCE AGENCY will provide, oversee, administer, and carry out the activities and services set out in the Scope of Services in Exhibit A, utilizing the funds in the Program Budget in Exhibit B, for the full and satisfactory performance of this Agreement, as determined solely by CITY and in accordance with all other terms, provisions, and requirements of this Agreement. No modifications or alterations may be made in the Scope of Services set forth in Exhibit A or the Program Budget set forth in Exhibit B without the prior written approval of the CITY's Community ,Services Manager. 5. PAYMENTS A. Payments to AGENCY. The CITY shall reimburse AGENCY up to a maximum total amount of money not to exceed Sixty -Four Thousand Six Hundred Dollars ($64,600.00) for the services and activities rendered under this Agreement. The CITY will pay these funds on a reimbursement basis to AGENCY within twenty-one days after CITY has received a request for reimbursement and all required supporting documentation of eligible expenditures incurred. Documentation of eligible expenditures must be submitted to the Community Development Division by the earlier of the date(s) required by Community Development or the end of the term of this Agreement. AGENCY'S failure to provide the requested documentation on a timely basis may jeopardize reimbursement under this Agreement and present or future funding. B. Reimbursement will be limited to eligible expenditures incurred for the sole purpose of providing the services and activities described in the Scope of Services in Exhibit A and subject to the Program Budget in Exhibit B. C. AGENCY will not submit a reimbursement request for any period in an amount that exceeds one-fourth (1/4) of any budgeted line items for eligible expenditures specified in Exhibit B without prior written authorization from the CITY. D, Excess Payment. AGENCY shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY to AGENCY, and which CITY at any time thereafter determines: (1) has resulted in overpayment to AGENCY; (2) has not been incurred by AGENCY strictly in accordance with the terms of this Agreement; or (3) is not supported by adequate documentation to fully justify the expenditure and reimbursement. E. Disallowed Expenditures. Upon termination of this Agreement, should any expense or charge for which reimbursement has been made be subsequently disallowed as a result of any auditing or monitoring by CITY, AGENCY will refund such amount to CITY within ten working days of a written notice to AGENCY specifying the amount disallowed. Refunds of disallowed expenditures may not be made from any funds received from or through CITY. b. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS A. AGENCY assures and certifies that it will comply with all applicable federal laws, laws of the State of Texas, and ordinances of the CITY. B. AGENCY shall give the CITY and any authorized CITY representative, access to and the right to reproduce all records belonging to or in use by AGENCY pertaining to this Agreement. Such access shall continue as long as AGENCY retains the records. AGENCY shall maintain such records in an accessible location. C. AGENCY shall refrain fiom entering into any subcontract for services without prior approval in writing by CITY of the qualifications of the subcontractor to perform and meet the standards of this Agreement. All subcontracts entered into by the AGENCY will be subject to the requirements of this Agreement. The AGENCY agrees to be responsible to CITY for the performance of any subcontractor. 7. WARRANTIES AGENCY represents and warrants that: A. All information, reports, and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate 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 complete, accurate, and fairly reflect the financial condition of AGENCY on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of AGENCY. C. No litigation or legal proceedings are presently pending or threatened against the AGENCY. D. None of the provisions herein contravene or are in conflict with the authority under which AGENCY is doing business or with the provisions of any existing indenture or agreement of AGENCY. E. AGENCY has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of AGENCY is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements and/or other documents furnished by AGENCY to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for reimbursement. 8. MAINTENANCE OF RECORDS A. AGENCY agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in compliance with the provisions of Exhibit A and Exhibit B, attached hereto, and with any other applicable federal and state regulations establishing standards for financial management. B. AGENCY 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. C. Nothing in the above subsections shall be construed to relieve AGENCY of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. D. At any reasonable time and as often as CITY may deem necessary, the AGENCY shall make available to CITY or any of CITY's authorized representatives, all of its 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. 9. MONITORING AND EVALUATION AGENCY agrees to participate in a monitoring and evaluation system whereby the services can be continuously monitored. CITY shall perform monitoring of the AGENCY's performance under this Agreement. A. AGENCY agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by AGENCY to the provisions of this Agreement. B. AGENCY agrees to cooperate fully with CITY and provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities. C. AGENCY agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of AGENCY's staff to coordinate the monitoring process as requested by CITY staff. D. AGENCY agrees to make available upon request its financial records for review by CITY at CITY's discretion. In addition, AGENCY agrees to provide CITY the following data and reports, or copies thereof: (1) All external or internal evaluation reports. (2) Performancelbeneficiary reports to be submitted in the schedule published by the CITY's Community Development Division. Reports will include such information as requested by the CITY's Community Development Division, including but not limited to: number of persons or households assisted, race, gender, disability status, and documentation of homelessness status. (3) Financial statements no less than once every three months. Each statement shall include current and year to date period accounting of all revenues, expenditures, outstanding obligations, and beginning and ending balances; and (4) An explanation of any major changes in program services. E. To comply with this section, AGENCY agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. AGENCY's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. AGENCY agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for the period of time and under the conditions specified by the CITY. F. Nothing in the above subsections shall be construed to relieve AGENCY of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. l O.MEETINGS Upon request, minutes of all meetings of AGENCY's governing body shall be provided to CITY within ten (10) working days of approval. 11. INSURANCE A. AGENCY shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. B. Agency will maintain adequate and continuous comprehensive general liability insurance covering the services and activities described in Exhibit A and the employees and volunteers conducting these services and activities. Such comprehensive general liability insurance shall name CITY as an additional insured and certificate holder of such comprehensive general liability insurance, with the requirement that CITY and AGENCY be notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation. Upon request of AGENCY, CITY may, at its sole discretion, consider and approve alternate insurance coverage arrangements. C. The premises from which the services and activities described in Exhibit A will be conducted and/or supported and the employees and volunteers conducting these services and activities shall be covered by premises liability insurance, commonly referred to as "Owner/Tenant" coverage, with CITY named as an additional insured and certificate holder of such insurance, with the requirement that CITY and AGENCY be notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation. Upon request of AGENCY, CITY may, at its sole discretion, consider and approve alternate insurance coverage arrangements. D. AGENCY will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable E. AGENCY will maintain adequate and continuous automobile liability insurance on all vehicles owned, leased, or operated by AGENCY. All employees of AGENCY who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance. Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in AGENCY's files. F. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement and remain the sole responsibility of AGENCY. 12.E UAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. AGENCY shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. AGENCY will furnish all information and reports requested by 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. C. In the event of AGENCY's non-compliance with non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and AGENCY may be barred from firrther contracts with CITY. 13. PERSONNEL POLICIES Personnel policies shall be established by AGENCY and shall be available for examination. Such personnel policies shall: A. Include policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel; B. Be in writing; and C. Be approved by the governing body of AGENCY. 14. CONFLICT OF INTEREST A. AGENCY covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. AGENCY further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. AGENCY further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others, particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his/her personal interest or the interest in any corporation, partnership, or AGENCY in which he/she has direct or indirect interest. 15. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. AGENCY may not make transfers between or among approved line items within budget categories set forth in Exhibit B without prior written approval of CITY. AGENCY shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. AGENCY will submit revised budget and program information whenever the level of funding for AGENCY or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit A or Exhibit B. D. It is understood and agreed by the parties hereto that changes in the state, federal, or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. CITY may, from time to time during the term of the Agreement, request changes to the Agreement, which may include an increase or decrease in the amount of AGENCY's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Program Budget incorporated in Exhibit B shall require the prior written approval of CITY. G. AGENCY agrees to notify CITY of a proposed change in physical location for any of the services or activities performed under this Agreement at least 30 calendar days in advance of the change. H. AGENCY shall notify CITY of any changes in personnel or governing body composition. 1. It is expressly understood that neither the performance of the Scope of Services in Exhibit A for any other program for which AGENCY receives funding from the City nor the transfer of funds between or among programs will be permitted. 16. TERMINATION A. CITY may terminate this Agreement for cause for any of the following reasons or for other reasons not specifically enumerated in this paragraph: (1) AGENCY's failure to materially comply with any of the terms of this Agreement. (2) AGENCY's violation of covenants, agreements, or guarantees of this Agreement. (3) Termination or reduction of funding by the CITY. (4) Finding by CITY that the AGENCY: (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement; (b) has allocated inventory to this Agreement substantially exceeding reasonable requirements; or (c) is delinquent in payment of taxes or of costs of performance of this Agreement in the ordinary course of business. (5) Appointment of a trustee, receiver, or liquidator for all or substantial part of AGENCY's property, or institution of bankruptcy, reorganization, rearrangement of, or liquidation proceedings by or against AGENCY. (6) AGENCY's inability to conform to changes required by federal, state, and local laws or regulations as provided in Section 6, and Section 12, of this Agreement. (7) AGENCY's violation of any law or regulation to which AGENCY is bound or shall be bound under the terms of the Agreement. B. CITY shall promptly notify AGENCY in writing of the decision to terminate and the effective date of termination. C. CITY may terminate this Agreement for convenience at any time. If CITY terminates this Agreement for convenience, AGENCY will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of AGENCY covered by the Agreement, less payments previously made. D. AGENCY may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which AGENCY depends for performance hereunder. AGENCY may opt, within the limitations of this Agreement, to seek an alternative funding source, with the written approval of CITY, provided the termination by the outside funding source was not occasioned by a breach or default of a contract between AGENCY and the funding source in question. AGENCY may terminate this Agreement upon the dissolution of AGENCY's organization not occasioned by a breach of this Agreement. E. Upon receipt of notice to terminate, AGENCY shall cancel, withdraw, or otherwise terminate any out -standing orders or subcontracts relating to the performance of this Agreement. CITY shall not be liable to AGENCY or AGENCY's creditors for any expenses, encumbrances, or obligations whatsoever incurred after the termination date listed on the notice to terminate. F. Notwithstanding any exercise by CITY of its rights under this Agreement or otherwise at law or in equity, AGENCY shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by AGENCY, and CITY may withhold all payments and reimbursement to AGENCY until such time as the exact amount of damages due to CITY from AGENCY is agreed upon or otherwise determined. CITY shall have the right to offset and deduct such damages from any payments or reimbursement due AGENCY. 17. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is contracting with AGENCY as an independent contractor and that as such, AGENCY shall save and hold CITY, its officers, elected and appointed officials, agents, employees and contractors harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audits, audit exceptions, demands, suits, or damages of any character whatsoever arising out of or resulting from, in whole or in part, the performance, act or omission of AGENCY or any volunteer, employee, agent, or representative of AGENCY. B. AGENCY agrees to provide the defense for, and to indemnify and hold harmless CITY, its officers, elected and appoint officials, agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of this Agreement, the use of the funds to be provided hereunder, the program administration, or the implementation of the program services, except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. 18. MISCELLANEOUS A. AGENCY shall not transfer, pledge or otherwise assign this Agreement or any interest herein, or any claim arising hereunder to any party or parties, entity, or bank, trust company or other financial institution without the prior written approval of CITY. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence, and related material submitted by AGENCY shall become the property of CITY upon receipt. D. Debarment: AGENCY certifies that it is not listed on the System for Award Management (SAM), which lists those debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549 and 24 CFR Part 24. E. In no event shall any payment to AGENCY hereunder, or any other act or failure of CITY to insist in any one or more instances upon adherence to the terms and conditions of this Agreement, constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may have been or may subsequently be committed by AGENCY. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. F. This Agreement, together with referenced Exhibits, constitutes the entire agreement between the parties hereto, and any prior proposal, agreement, assertion, statement, understanding, commitment or other communication antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. G. In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances, or regulations, CITY will have the final authority to render or to secure an interpretation. H. If AGENCY provides services to the homeless it is required to: (1) Report homeless data to the Homeless Management Information System (HMIS), the countywide data management tool designed to facilitate data collection in order to improve human service delivery throughout Denton County. Participation in 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 the CITY and Denton County successfully compete for grants for federal funding, such as the U.S. Department of Housing and Urban Development's homeless assistance funds. (2) Participate in the Denton County Homeless Leadership Team meetings and any applicable workgroup(s). The Denton County Homeless Leadership Team is a collaborative, cross - sector team that convenes to improve the planning, coordination, oversight, and implementation required to create systems change for housing/homelessness initiatives in Denton County. Further, AGENCY is encouraged to work in partnership with fellow service providers to improve efficiency and effectiveness. This Agreement shall be interpreted in accordance with the laws of the State of Texas, and the venue for any litigation concerning this Agreement shall be in a court competent jiuisdiction sitting in Denton County, Texas. 18. NOTICES A. Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery, addressed to AGENCY or CITY, as the case may be, at the following addresses: TO CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 w/ a copy to: City Attorney City of Denton 215 E. McKinney Denton, TX 76201 TO AGENCY: Giving Hope, Inc. Attn: Executive Director 306 N. Loop 288 ste 130 Denton, TX 76209 B. Either party may change its notice address by sending a notice of change of address to the other in accordance with the terms of this Section 18. IN WITNESS OF WHICH this Agreement has been executed on this the 1 �`=� day of CITY OF DENTON: BY: I W SARA HENS] CITY MANAI ATTEST: AGENCY: BY: . TffLE: ATTEST: r CITY SECRETARY APPROVED AS TO LEGAL FORM: �a ON.wl�lyd,g�e6by[alhenrrt d� m� °�:a«�md<xmznd �d -Uep+rtmenl ulen and Grnnpy �, ` �ennal uoremmem °u.legal, /N clikoh BY:wry-zozl,vol mal:al-0e•bn MACK REINWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms oigrmlysiynedw Oa W Shaw ON: tlrrcam, dadtyofidemm�, dc-cndad, Danielle �n"emmenia°-°ommvnity°e"�nomenl. non-°arnene709:31 ry°rTW wm Oatc 2011.112] 09:3158 -05'00' Signature Director of Community Services Title Community Services Department Date Signed: November 27, 2021 Exhibit A SCOPE OF SERVICES The Street Outreach Team visits with people experiencing homelessness, provides them with information on housing, employment, and benefits and connects them to resources they may qualify to receive. In addition to immediate care provided at the point of contact, Street Outreach seeks to perform Coordinated Entry assessments and get individuals connected to housing and community resources. This Street Outreach program shall work directly within a multidisciplinary outreach team specifically increasing mentalibehavioral health support to improve housing outcomes and stability. The program will have a dedicated human resource attached to the Street Outreach Team that will increase the frequency of outreach visits and be available for on-call outreach as needed. To improve outcomes related to moving people from unsheltered to sheltered and permanent housing, the program will have focused consistent case management (from outreach engagement, to housing transition, to housing maintenance) that will lead to improved outcomes for this population. A. The Scope of Services under this Agreement shall be as follows: (1) Funding must be expended by September 30, 2022. Grant may be offered annually contingent on City Council appropriation of funding. (2) Status of homelessness and living unsheltered must be verified and documented in HMIS. (3) Funds may only be used for a. Street Outreach Case Manager b. Street Outreach Coordinator c. Substance Misuse and Behavioral Health fees associated with IOP, SOP, and residential treatment, medication, and other treatment related fees provided to people living unsheltered on the street and enrolled in HMIS Street Outreach programa d. Transportation related to treatment services e. Fees for application to obtain Government Issued Identification (4) At no time can financial assistance be paid directly to the client; funding may only be used by AGENCY for services and activities necessary to assist clients living unsheltered on the street, i.e.: ae Outreach & Engagement bo General Case Management c. Emergency Health Services d. Behavioral Health Services e. Transportation f. Services for Special Populations g. Access to Shelter/Treatment Programs/Housing referrals B. Tracking outputs/outcome measures will be a tool by which the CITY and the AGENCY can measure services delivered and performance under this agreement, including the following: (1) Total number of outreach visits, mapping of active sites where people experiencing homelessness are living unsheltered. (2) Total number of people engaged in street outreach experiencing homelessness entered into HMIS, assessed through Coordinated Entry and diverted or placed on the Housing Priority List (3) Total number exiting from Street Outreach program to an emergency, temporary, and/or residential treatment program destination. (4) Total number exiting from Street Outreach program to a permanent housing destination, i.e. permanent supportive housing, voucher program, rapid re -housing, diversion, or otherwise. (5) Total number enrolled in Street Outreach receiving eligible substance misuse and behavioral health assistance funded by this grant funding. Exhibit B PROGRAM BUDGET AGENCY shall provide the services and activities listed in Exhibit A to this Agreement within the monetary limits identified herein. In no event shall the total reimbursement to the AGENCY exceed the lesser of (i) the AGENCY's total actual costs incurred attributable to the services and activities provided in accordance with Exhibit A to this Agreement, or (ii) the sum of Sixty -Four Thousand Six Hundred Dollars ($64,600.00). AGENCY will submit monthly reimbursement requests. AGENCY will be reimbursed for eligible expenditures (see Section A. below) for assistance provided to eligible clients as described in Exhibit A to this Agreement and supported with written documentation verifying the expense was both incurred and paid (see Section B. below) within the term of the Agreement and prior to the request for reimbursement. A. Eligible Expenditures Total Allocation Street Outreach engagement, Substance use case management, counseling, and treatment $64,600.00 B. Reimbursement requests must include: (1) Client List, numbered with unique HMIS identifier (at least quarterly) (2) Case Management Timesheet (3) Invoice/Receipt/Counseling, and/or Treatment Center Program (4) Proof of payment (copy of cancelled check with check number or bank statement)