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22-1905
ORDINANCE NO. 22-1905 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TOEXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND THECHILDREN’S ADVOCACY CENTER FOR DENTON COUNTY, PROVIDING FOR CLIENTAND CLINICAL SERVICES TO V}CTMS OF CHILD ABUSE AND NON-OFFENDING FAMILY MEMBERS; AND PROVIDING FOR THE EXPENDITURE OF FUNDS IN THEAMOUNT OF $189,975.00; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Children’s Advocacy Center for Denton County is a non-profit corporation, (the “Organization”) that aids the City of Denton Police Department of investigation of child abuse cases and provides client and clinical services to victims of child abuse and non- offending families members from the City of Denton, Texas (the “Program”); and. WHEREAS, the Organization and the City of Denton desire to enter into an agreement to provide for the continuance of the Program in substantially the same form as the agreementattached hereto and made a part hereof by reference (the “Public Service Agreement”); and WHEREAS, the Program is a part of the City’s community development program as authorized by Chapter 373 of the Local Government Code and it helps to eliminate conditions detrimental to the public health and safety by providing opportunities and services to low to moderate persons in Denton that would otherwise not be available; and WHEREAS, the Program and the Public Service Agreement are necessary to preserve and protect the public health and safety of the City’s residents by helping to ensure that assistance is provided to aid in the investigation of child abuse cases and that victims of child abuse and non-offending family members have adequate client and clinical services; and WHEREAS, City Council finds that if the Program and the Public Service Agreement are not available, families would be at risk of further abuse and trauma, thereby creating a substantial health and safety risk for citizens of Denton; and WHEREAS, the Program is supervised and administered by professional personnelwhich maintain licenses as counselors or social workers; and WHEREAS, City Council finds that the Public Service Agreement and the expenditures provided for in the Agreement are exempt from competitive bidding as a procurement necessary to preserve or protect the public health or safety of the City’s residents under Section252.022(a)(2) of the Local Government Code and as a procurement for professional services under Section 252.022(a)(4) of the Local Government Code; and WHEREAS, the City Council of the City of Denton hereby finds that the Program and the Public Service Agreement serve important municipal and public purposes and are in thepublic interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth herein. SECTION 2. The City Manager is hereby authorized to execute the Public Service Agreement, attached hereto and incorporated herein, and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds not to exceed $189,975.00. SECTION 3. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made byseconded by Alison Hqso jreapproved by the following vote LI–- a : Brian %d< and the Ordinance was passed and Aye \/ \/ b/ \/ W Jd V‘ Nw Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2 : Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thisthe day of 2022 N ATTEST: ROSA RIOS, CITY SECRETARY nt1111111111 a aJ APPROVED AS TO LEGAL FORM: MACK RETNWAND. CITY ATTORNEY + DowStgn Enwlqe ID: 74CF067+4D8A+943819&2B7E9197792F 2022-2023 SERVICE AGREEMENT BETWEEN THE cnr OF DENTON, TEXAS ANDCHILDREN’S ADVOCACY CENTER FOR DENTON COUNW, HVCORPORATED This Agreement is hereby entered into by and between the City of Denton, Texas, a Texas municipal corporation, heninafter referred to as "City", and Children’s Advocacy Center for Ihnton County, Incorporated, 1854 Cain St., Lewisville, TX, 75077, a not for profit corporation, hereinafter referred to as ”Organization." WHEREAS, the Denton Police Department has reviewed the proposal for serviees and has determined that Organization performs an important servioe for the residents of Denton without regard to race, religion, color, age or national origin, and recommends the purchase of services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, City has designated the Denton Police Department with assistance from the Community Development Division as the department responsible for the administration of this Agreement and all matters pertaining thereto; and NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. I. TERM This Agreement shall commence on or as of October 1, 2022, and shall terminate on September 30, 2023, unless sooner terminated in accordance with Section 25 'Termination.” R HJLTa£§ Organization hereby accepts the responsibility for the performance of all services and activities described in the Scope of Services attached hereto as Exhibit “A,” and incorporated herein by reference, in a satisfactory and efficient manner as determined by City, in awordance with the terms herein. City will consider Organization’s executive officer to be Organization’s representative responsible for the management of all contractual matters pertaining hereto, unless written notifIcation to the contrary is rweived from Organization and approved by City. The Denton Chief of Police or designee will be City’s npnsent8tive responsible for the administration of this Agreement. The Organization certified that the beneficiaries of the activities to be provided MUST reside in the City of Denton. Eligibility documentation must be included in each client’s file. Page 1 of 18 DowSlgn Ewebp+ ID: 74CF097+AD8A49+3419&2B7E9197792F WO In consideration of the receipt of funds eOIn City, C)rBanizadon agrees to the following terms and conditions: A. One hundred eighty-nine thousand nine hundred seventy.five dollars ($189,975) may be paid to Organization by City, and the only wpenditures reimbursed from these funds, shall be those in accordance with the pmjwt budget, attached hereto as Exhibit “B” and incorporated herein by reference, for those expenses listed in the scope of services as provided herein. Organization shall not utilize these funds for any other purpose. B. It will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. It will permit authorized officials of City to review its tx)oks at any time. D. It will reduce to writing all of its rules, regulations, and policies and file a copy with City's Police Ikpartment along with any amendments, additions, or revisions whenever adopted. E. It will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreanent. F. It will promptly pay all bills when submitted unless there is a disaepancy in a bill; any errors or discrepancies in bills shall be promptly reported to the Denton Police Department or their appointed npnsentative in Community Development. G. It will appoint a repnsentative who will be available to meet with City officials when requested. H. It will indemnify and hold harmless City &om any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors. I. It will submit to City copies ofyarend audited financial statements. r H A. Organization shall comply with all applimble federal laws, laws of the State of Texas and ordinances of the City of Denton. V. RiiPRESEnnATiONS A. Organization asswn and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement B. The person or persons signing and executing this Agreement on behalf of Organization, do hereby warrant and guarantee that he, she, or they have been fully authorized by Organization to execute this Agreement on behalf of Organization and to validly and legally bind Organization to all terms, performances and provisions herein set forth. C. City shall have the righl at its option, to either temporarily suspend or permanartly 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 Page 2 of 18 CXx:uSlgn Envebp• ID: 74cF067+ADaA+943418&2B7E8187792F has received from City for performance of the provisions of this Agreement if City has suspended or terminated this Agreement for the reasons enumerated in this Section. D. Organization agrees that the funds and resources provided Organization under the terms of this Agreement will in no way be substituted for funds and resources &om other sources, nor in any way serve to reduce the resources, services, or other benefits which would have hen available to, or provided through, Organization had this Agreement not been executed. VI PERFORMANCE BY ORGANIZATION Organization will provide, oversee, administer, and carry out all of the activities and services set out in the scope of services, attached hereto and incorporated herein for all purposes as Exhibit “A” utilizing the funds descdtnd in Exhibit “B,” attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by City and in accordance with all other terms, provisions and requirements of this Agrwment. No modifications or alterations may be made in the Scope of Services without the prior written approval of the City’s Chief of Police. VWAlalawr A. Payments to Organization. City shall pay to Organization a maximum amount of money not to exceed one hundred eighty.nine thousand nine hundred seventy.five dollars ($189,975) for services rendered under this Agreement. City will pay these funds on animbursemart basis to Organization within 15 days after City has rweived supporting documenWion. Organization's failure to request reimbursement on a timely basis may jeopardize present or future funding. B. Excess Payment. Organization shall refund to City within ten wofking days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: has raulted in overpayment to Organization; or has not been spent strictly in accordance with the terms of this Agreement; or is not supported by adequate documentation to fully justify the expenditure.3 C. Organization’s reimbursement request for any one month period will not exceed one-tenth (1/10) of any budgeted line items for costs as specified in Exhibit “B.” D. Doobligation ofFundgReversion of Assets. In the event that actual expenditures deviate from Organization's provision of a conesponding level of performance, as specified in Exhibit “A” City hereby reserves the right to re-appmpri He or recapture any such undw expended funds. If City finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City may require a refund of any and all money expended pursuant to this Contract by Organization, as well as any remaining unexpended funds which shall be refunded to City within ten working days of a written notice to Organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or in equity for breach of thisContract Page 3 of 18 DenSOn Ennbfn ID: 74CF057++E>BA+943410&2B7E8197782F E. Contract Close Out. Organization shall submit tIn conb8ct close out package to City, togetha with a final expenditure report, for the time period covered by the last invoice requesting reimbursement of fUnds under this Agreement, within 15 working days following the close of the oona8ct period. Organization shall utilize the form agreed upon by City and OrB8nization. vm. WARRANrms Organization represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and firnrished to City, are oomplete, 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 Organi7ation. C. No litigation or legal proceedings are presently pending or threatened against Organization. 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 indenture or agrmnent 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 oft:he assets of Organization is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Organization to City. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. o IS A. During the period of time that payment may tn made hereunder and so long as any payments remain unliquidated, Organization shall noE without the prior written consult of the Community Development Administrator or her authorized representative: 1. Mortgage, pledge, or otherwise encumtnr or suffer to be encumb©ed, any of the asnts of Organization now owned or hereafter acquired by it, or permit any pre-existing mortgages, liars, or other arcumbrances 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. Page 4 of 18 DoeuSlgn Enwbln ID: 74CF057+AD8A+g+3819$2B7E9197792F 2. Sell assign, pledge, transfer or otherwise dispose of accounts rweivables, notes or claims for money due or to t)nome due. 3. Sell, convey, or lease all or substantial part of its assets. 4. Make any advance or loan to, or inem any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorsa. 5. Sell, donate, loan or transfer any equipment or item ofperwnal property purchased with funds paid to Organization by City, unless City authorizes such transfer. X ALLOWABI,a COSTS A. Costs shall tn considered allowable only if incurred directly and specifically in the performance of and in compliance with this Agreeruent and in conformance with the standards and provisions of Exhibits “A” and “B.” B. Approval of Organization’s budget, Exhibit “B,” does not constitute prior written approval, even though oertain items may appear herein. City’s prior written authorization is required in order for the following to be considered allowable costs: 1. Encumbran ws or expenditures during any one.month period which exceeds one-tenth 1/10 of the total budget as specified in Exhibit “B.” 2. City shall not & obligated to any third parties, including any subcontractors of Organization, and City funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement 3 . Out of town travel. 4. Any alterations or relocation of the facilities on and in which the activities specified in Exhibit “A” are conducted. 5. Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit “B.” 6. Costs or fees for temporary employees or services. 7. Any fees or payments for consultant services. 8. Fees for attarding out of town meetings, seminars or conferences. Written requests for prior approval are Organization’s responsibility and shall be made within sufficient time to permit a thorough review by City. Organization must obtain written approval by City prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property. Any procurement or purchase which may tn approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. C. Expenditures will not te nimbuned to Organization for the purchase of real property or equipment. These are not allowable costs under this agreement. IUhWfaUN O mR A. Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in compliance with the Page 5 of 18 [XwSlgn Enwbfie ID: 74CFQ574-AD8A4943419&2B7E0107792F provisions of Exhibit “B,” attached hereto, and with any other applicable Federal and State regulations establishing standards for financial managemart Organization’s record systan shall contain sufficiart documentation to provide in detail full support and justiacation for each expenditure. Nothing in this Section shall tn cons&ual 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 subconawts. B. Organization 8grns to retain all books, rnords, documents, reports, and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records, which clearly reflect the level and benefit of services, provided under this Agreement. D. At any r%son8ble time and as often as City may deem newssary, the Organization shall make available to City, or any of their authorized representatives, all of its records and shall pumit City, or any of their authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives. XII. REPORTS AND nVFORMATION At such times and in such form as City may require, Organization shall furnish such statements, records, data and information as City may request and dean pertinent to matters covered by this Agreement. Organization shall submit quarterly beneficiary and financial reports to City no less than once each three months. The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by City. The financial report shall include information and data relative to all programmatic and financial reporting as ofthe beginning date specified in Section 1 of this Agreement. Unless the City has granted a written exemption, Organization shall submit an audit conducted by independent examiners with ten days after receipt of such. xm. MONITORING & EVALUATION Organization agrees to participate in an implementation and maintenance system whueby the services can be continuously monitored. Organization agrees that City may cnrry out monitoring and evaluation activities to ensure adherence by Organization to the Scope of Services, and Program Goals and Objectives, which are attached hereto as Exhibit “A,” as well as other provisions of this Agnemmt. Organization 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. 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 to coordinate the monitoring process as nquated by City staf£ Organization agrws to make Page 6 of 18 tkx:uSign Enwk>pe ID: 7+CF057++DBA+94&918&2B7E9197792F available its financial rwords for review by City at City’s discretion. In addition, Organization agnes to provide City the following data and reports, or copies thenoe A. All external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten days of receipt. B. All external or internal evaluation reports. C. Quarterly performance/beneficiary reports to be submitted in January, April, July, and September, to include such information as requested by the City including but not limited to: number of persons or households assisted, moe, garden disability status and household income. Beneficiary reports shall be due to City within 15 working days after the completion of each quarter. D. Organization agrees to submit no less than once each three months financial statements. Each statement shall include current and year-to qjate period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances. Financial reports shall be due to City within 15 working days after the completion of each quarter. E. An explanation of any major changes in program services. F. To comply with this section, Organization agrees to maintain rwords that will provide accurate, cunenl separate, and complete disclosure of the status of funds r%eived and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written amounting prowdura pertaining to the services provided and expenditure of funds under this Agreement for the period of time and under the conditions specified by the City. G. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and curent rwords, which clearly refluX the level and benefit of services, provided under this Agreement. I(rv,E OR ]]vG£ During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate notice and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City’s repnsentativa shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within ten days after Board approval. XV. nfSURANeE A. Organization shall observe sound business practices with respect to providing such bonding and insuranoe as would provide adequate coverage for services offered under this Agreement. B. The premises on and in which the activities described in Exhibit “A” are conducted, and the employees conducting these activities, shall tn covered by premise liability insurance, commonly refened to as “Owner/Fenant” coverage with City named as an additional insured. Upon request of Organization, City may, at its sole discretion, approve alternate insurance covelage arrangements. Page 7 of 18 DIx:uSign Enwbp+ ID: 74cF057+ADaA+8+3419&2B7E8197782F C. Orgmization will comply with applicable workers’ compensation statues and will obtain employers’ liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. Organization will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by Organization. All anployees 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. Evidarce of the anployee’s curent possession of a valid license and insurance must tn maintained on a current basis in Organizaion’s files. E. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement and remain the sole responsibility of Organization. F. The policy or policies of insurance shall contain a clause which requires that City and Organization be notified in writing of any canaellation of change in the policy at least 30 days prior to such change or cancellation. XVI. crvEL RIGHTS / EQUAL OPPORTUNITY ANDCOMPLIANCE WHin LAWS A. Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. The Organization shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, gender, age or disability. The Organization will take affirmative action to insure that all employment practices are Ree Bom such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or ncruitmart advertising, la)'off, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. B. Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. The Organization agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title 1 ofthe Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086. C. Organization will furnish all information and reports requested by the City, and will permit access to its books, records, and amounts for purposes of investigation to ascertain compliance with lwal, state and Federal rules and regulations. D. In the event of Organization’s non<omplianoc with the nonxliscdmination nquirements, City may cancel or terminate the Agreement in whole or in part, and Organization may be barred &om further contracts with City. Page 8 of 18 CXx:uSign Envelope ID: 74CF057+AD8A494:>918&2B7E9197792F p EL Personnel policies shall tn established by ORGANIZATION and shall tn available for examination. Such personnel policies shall: A. Be no more litnral than CITY’s personnel policies, procedures, and practices, including policies with respect to employmenl salary and wage rates, working hours and holidays, Binge bene6ts, vacation and sick leave privileges, and travel; and B. Be in writing and shall be approved by the governing body of Organization and by City. WO 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 swvices required to be performed under this Agnanent. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Organization further covenants that no member of its goveming body or its staR, subcontractors or employea shall possess any interat in or use higher position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselfZherself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, mem&B or employee of City and no member of its governing bcxly 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. XD( NEPOTISM 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 governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, stepparent, stepchild, half-brother andhalf-sister. XX. PIJBLIC'ITY A. Where such action is appropriate, Organization shall publicize the activities conducted by Organization under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for Organization, the advertising medium shall state that City of Denton funding has made the services possible. Page 9 of 18 DocuSign Ennhpo ID: 74CF057+4D8A4W819&2B7E9187792F C A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written 8mendmart executed by both parties, except when the terms of this Agreement acpnssly providethat another meth(xI shall tn used. B. Organization may not make changes to the budget set forth in Exhibit “B” without prior written approval of the Police Chief Oqanization shall nqunt, in writing, the budget revision in a form prescribed by City, and such request for revision shall not innnse the total monetary obligation of City under this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is aIMed according to the total levels contained in any portion of Exhibit “B.” D. It is understood and agreed by the parties hneto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. City may, from time to time during the term of the Agreement, request changes in Exhibit “A” which may include an increase or decrease in the amount of Organization's compensation. Such changes shall be inoorporated in a written amendment hereto, as provided in Subsection A of this Section F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit “B” shall require the prior written approval of City. G. Organization agrees to notify City of any proposed change in physical location for work performed under this Agreement at least 30 calendar days in advance of the change. H. Organization shall notify City of any changes in personnel or governing board composition. I. It is expressly understood that neither the performance of Exhibit “A” for any program contracted hneunder nor the transfer of funds between or among said programs will be permitted. s EBm Upon determination by City of Organization’s failure to timely and properly perform each of the nquiranents, time conditions and duties provided herein, City, without limiting any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to Organization, withhold further payments to Organization. Such notice may be given by mail to the Executive Officer and the Board of Directors of Organization. The notice shall set forth the default or failure alleged, and the action required for cure. The period of such suspension shall be of such duration as is appnpdate to accomplish conwtive action, but in no event shall it exceed 30 calendar days. At the end of the suspension period, if City determines the default or deficiency has been satisfied, Organization may be nstond to full compliance Page 10 of 18 CbwSign Enwbp+ ID: 74CF097+ABBA+84&919&2B7E9187782F status and paid all eligible funds withheld or impounded during the suspension period. If however, City determines that Organization has not come into compliance, the provisions of Section 25 may be effwtuated. WTWJA LN A. City may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: 1. Organization’s failure to attain compliance during any prescribed period of suspension as provided in Swtion 24. 2. Organization’s failure to materially comply with any of the terms of this Agreement. 3. Organization’s violation of covenants, agreements or guarantees of this Agreement. 4. Termination or reduction of funding by the City of Denton. 5. Finding by City that Organization: a. is in such unsatisfactory financial aondition as to endanger performance under this Agreement; b. has allooated inventory to this Agreement substantially exceeding reasonable requirements; c. is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary oourse of business. 6. Appointment of a trustee, receiver or liquidator for all or substantial part of Organization’s property, or institution of bankruptcy, re<)rganization, nanangement of or liquidation proceedings by or against Organization. 7. Organization’s inability to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section 2, of this Agreement. 8. The commission of an act of bankruptcy. 9. Organization’s violation of any law or regulation to which Organization is bound or shall be bound under the terms of the Agreement. City shall promptly notify Organization in writing of the decision to terminate and the effective date of termination. Simultaneous notice of pending termination may be made to other funding source specified in Exhibit “B.” B. City may terminate this Agreement for convenience at any time. If City terminates this Agreement for convenience, Organization will & paid an amount not to exceed the total of accrued expenditures as of the effwtive 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 Organization covered by the Agreement, less payments previously made. C. Organization may terminate this Agreement in whole or in part by written notice to City, if a termination of outside funding occurs upon which Organization depends for perfomran@ hereunder. Organization may opl within the limitations ofthis Agreement, to seek an alternative funding source, with the approval of City, provided the termination by the outside funding source was not occasioned Page 11 of 18 DocuSign Enwbpe ID: 74CF057+AD8A494&919&2B7E9187792F by a bruch ofoonaact as defined herein or as defined in a contract between Organization and the funding source in question. Organization may terminate this Agreement upon the dissolution of Organization’s Organization not occasioned by a breach of this Agreement D. Upon rweipt of notice to terminate, Organization shall cancel, withdraw or otherwise terminate any outstanding orders or subcontract& which relate to the performance of this Agnanent. City shall not tn liable to Organization or Organization’s creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to terminate nfen3ed to in this paragraph. E. Notwithstanding any exercise by City of its right of suspension or termination, Organization shall not be relieved of liability to City for damages sustained by City by virtue of any brmch of the Agnement by Organization, and City may withhold any reimbursement to Organization until such time as the exact amount of damages due to City from Organization is agreed upon or otherwise determined. ) TO 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 wdttar notice thereof to City within two working days aftu being notified of such claim, demand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, suit or other action; the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding; the basis of such claim, action or proceeding; and the name of any person(s) against whom such claim is being made or threatened. Such written notice shall be delivered either personally or by mail. } HUW A. It is expressly understood and agreed by Mr parties hereto that City is contracting with Organization as an independent contractor and that as such, Organization shall save and hold City, its offioers, agents and employe® harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of Organization. B. Organization agrees to provide the defense for, and to indemnify and hold harmlas City its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of City, its agents or employees. Page 12 of 18 DoauSIOn Enwbpe ID: 74CF057+AD8A+g+S819&2B7E01877Q2F } W The Organization will provide all services under this Agreement in a manner that is exclusively non-religious in nature and scope. There shall be no religious services, proselytizing, instruction or any other religious preference, influence or discrimination in connection with providing the services hereunder.mvIB m A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to tn invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and efFect and continue to conform to the original intent of both partia hereto. C. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence and related material submitted by Organization shall become the property of City upon rweipt. D. Debarment: Organization cutifies that they are not listed on the Excluded Parties List System (EPLS), which list the debaned, 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 Organization hereunder, or any other act or failwe of City to insist in any one or more instances upon the terms and conditions of this Agreement oonstitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No npnsentative or agent of City may waive the effect of this provision. F. This Agnemenl together with refennwd exhibits and attachments, constitutes the aMin 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 form or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. G. In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part ,of this Agreement or its governing rules, codes, laws, ordinances or regulations, City as the party ultimately responsible, will have the final authority to render or to secure an interpretation. H. For purposes of this Agreement, Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or Page 13 of 18 DowSi9n Ewdop• D: 74CF057+AD&b494&819&Z87B197792F certified. return nceipt requested, addrwscd to Organization or City, as the case may be, at the following addresses: City City Manager City of Dalton 215 E. McKinneyDenton. Texas 76201 Organization Children’s Advocacy Center for Denton County. Inc. Atta: Executive Director 1854 Cain Drive Len•isvillc, TX 75077 I. This Agreement shall be intnptaed in accordana with the laws of the State of Texas and venue of any litigation conceming this Agreement shall in in a court competent jurisdiction sitting in nIKOn County. Texas. IN WITNhSS WHEREOF. the p,,ties ha„, e,n.t,d thi, Ag„,matt as of th, 27++'bay ,f :$?+@lbDr '20Z CITY OF DENTON SARA HHN§LHY. ATV I\#ANAGER ROSA RIOS. CITY SECRETARY BY: , Jan, P/3;b) ArrEST APPROVED AS TO LEGAL FORM : MACK REINWAND. CITY ATTORNEY B!It :P1X n d& d!IIII= { P &b CHILDREN'S ADVOCACY CENTER FOR DENTON COUNTY. INCORPORATED &Hhhtta&ItBYTfhXiibFnTTnFrItHe ATrEST: 7£iEl\~‘BY gIlKIll 'ARY Page 14 of 18 CbwSlgn En\alan ID: 74cF057+4DaA404:>91882B7E9187782F Erhibit A Scope ofSewica The Scope of Services under this Agreement shall be as follows: E IIVTW ORGANIZATION shall provide sewica to minimize the trauma of child abuse to the children and nonofTending family members by offering victim services that include cliart and clinical seNicw. Client Services provide justice and support by coordinating the investigative process among the lknton Police Department and partner agencies and by assisting families with crime victim services. The Clinical Swvices program provides specialized and comprehensive clinical services. Beneficiaries of the services to be provided hereunder must raide in the City of Denton and ORGANIZATION shall provide services to child victims and their nonoffending family members. SECTION H - $ERV]C'ES $erviQes to child abuse victims, or children who have witness a violent crime. and non-offending family members: •Provide facility and staff to coordinate the investigative proass among the Denton Police Department and partner agencies and to conduct: Client Servicn: o on.site forensic interview and assessments o multidisciNinary case reviews to insure coordination and progress of investigations by partner agencies social servioe referrals and assistance with victim compensation social histories and support liaison between the families and investigative agencies referrals to community resources, and seasonal assistance programs 0 0 0 0 Clinical Services: o individual group, play and pet therapy o crisis counseling o oonsultation with the multidisciplinary team o court preparation services o psychological testing Page 15 of 18 tkx:uSlgn Ertwbpe ID: 74cFa57++DBA+94:F91982B7E9197792F S IF A unit of swan will be the tool by which the CITY and the ORGANIZATION can measure performance under this agreement A unit of service shall be defined as client or clinical service for a child victim ornonoffending family members including but not limited to the services as descritnd in Section II - Servioes. Js=]!UNUWS ORGANTZATION shall provide not less than 2,250 units of service to City oflknton residents during the contract year. The total number of units of service nquind constitutes the performance target for the ORGANIZATION under this Agreement. The ORGANIZATION will provide services to approximately 250 children ages zero to seventeen and nonoffending family members during the term of this Agreement. ORGANIZATION shall provide the services listed in this Agreement within the monetary limits contained in Exhibit “B,” entitled “Budget”, attached hereto and incorporated by reference herein. In no event shall compensation to the ORGANIZATION exceed the lesser of the ORGANIZATION’S costs attributable to the work performed as stated herein, or sum of one hundred eighty-nine thousand nine hundred seventy.five dollars ($ 189,975). SECTION V - ourco bEES Direct Service OUtCQrlle The services provided as the terms of this agreement will assist the ORGANIZATION in providing comprehensive services to child abuse victims, or childrar who have witness a violent crime, and nonoffending family members. The expeaed benefits of the ORGANIZATION’S delivery of compreharsive services will provide a nduction in trauma and promotion of emotional healing through: • ORGANIZATION will serve at least 250 City of Denton clients and at least 70% of those referred for counseling will receive counseling services. • At least 20% of children swved will continue in The Advocacy Center's clinical program. Community Outcome Children’s Advocacy Center for Denton County assists the City of Denton in improving availability and accessibility of services promoting strong, supportive relationships for families, neightx)rhoods, and communities to promote a suitable living environment„ as outlined in the 2010.2014 City of Denton Consolidated Plan. The Children’s Advocacy Center for Denton County provides services necessary to (1) expand the current system of case coordination and centralize information among service providers and (2) continue alloa&ion of scarce resources to meet urgent community n ads. Children’s Advocacy Center for Denton County benefits the citizens of the City of Denton and supports a coordinated effort to maximize community resources by: Page 16 of 18 DowS19n EnvekIPO ID: 74CF057+AD8M494$919&2B7E9197702F • Working in conjunction with the Denton Police Department, Child Protective Services, and appropriate service providers on the investigation and prosecution of msu. • Promoting collaboration between agarcies through the use of their facilities for interviews, office spa% case reviews, and other servicn. • Offering a variety of therapy sessions to assist victims and nonoffending family memtnrs in the emotional healing process. Page 17 of 18 CXxx+SIgn Erwl qe ID: 74CFCH7++D8A494:F919&2B7E9197792F ExhIbit B Budget Allowable Erpeaditare ce $80.18 (2,250 units of direct service) BrIdget Amount $189,975.00 S189,y75.00 Children’s Advocacy Center for Denton County will be reimbursed monthly on a fee for service basis for services provided to residents of the City of Denton. Fees for services are descritnd above. Page 18 of 18