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22-1580ORDINANCE NO. 22- 1580 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TOEXECUTE AN AGREEMENT BY AND BETWEEN THE CITY OF DENTON AND UNITED WAY OF DENTON COUNTY, INC. PROVIDING FOR THE EXPENDITURE OF FUNDS INTHE AMOUNT OF $15,000.00 FOR A GRANT TO FUND HOMELESS MANAGEMENTINFORMATION SYSTEM (HMIS) LICENSES IN FURTHERANCE OF THECOORDINATED SYSTEM OF HOMELESS ASSISTANCE PROGRAMS; AUTHORLZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) and the United Way of Denton County, Inc. (“United Way”) have entered into an agreement to provide for a coordinated system of homeless assistance programs (the “Programs”) to reduce homelessness in the City; and WHEREAS, the City and the United Way desire to enter into a separate agreement to provide City funding for HMIS to support HMIS data quality improvements for Denton nonprofits serving people experiencing and at-risk of homelessness; and WHEREAS, funding is contingent on CITY’s adoption of the FY 2022-2023 Operating Budget; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and United Way, attached hereto and made a part hereof by reference serves a municipal and public purpose, is in the public interest, and of a benefit to the citizens of the Cityof Denton; 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. Subject to City Council approval of the FY 2022-2023 Operating Budget, the City Manager or their designee is hereby authorized to execute the agreement with the UnitedWay attached hereto and to carry out the duties and responsibilities of the City under the agreement, including the expenditure of funds as provided for therein. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. Theby Alf8eh b/\a following vote U_ - a motion to aDorove this ordinance was made b''Br I'd vII and seconded approved by thethe ordinance was passed and Page 1 Aye Nay 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: V/ \/ b/ V, / b/ V‘ PASSED AND APPROVED this the aIE day of4©, 2022. GERARd F{tJD MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: . am L\\\t 1111111 APPROVED AS TO LEGAL FORM: MACK RETNWAND, CITY ATTORNEY SeX%- Ki=;!'?::=“~BY' CJ -05'oo' DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D 2022-2023 GRANT SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS ANDUNITED WAY OF DENTON COUNTY This 2022-2023 Grant Service Agreement (“Agreement“) is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, hereinafter referred to as “CITY,” and United Way of Denton County, Inc., 1314 Teasley Lane, Denton, TX 76205, hereinafter referred to as"RECIPIENT." WHEREAS, the CITY and the RECIPIENT have entered into an agreement to provide for a coordinated system of homeless assistance programs (the “Programs”) to reduce homelessness in the City; and WHEREAS, the CITY and the RECIPIENT desire to enter into a separate agreement to provide City funding for HMIS to support HMIS data quality improvements for Denton nonprofits serving people experiencing and at-risk of homelessness; and WHEREAS, funding is contingent on CITY’s adoption of the FY 2022-2023 Operating Budget and appropriation of funds; and WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement and all matters pertaining thereto; 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. 2022. and shall terminate on September 30, 2023, unless sooner terminated in accordance with Section 25 “Termination.” 2. RESPONSIBILITIES RECIPIENT hereby accepts the responsibility for the performance of all services and activities described in the Scope of Services attached hereto as Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider RECIPIENT’s executive officer to be RECIPIENT’s representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from RECIPIENT and approved by CITY. The CITY’s Director of Community Services will be CITY’s representative responsible for the administration of this Agreement. Beneficiaries of the activities to be provided hereunder must reside in the City of Denton and RECIPIENT certifies that the activities carried out with these funds shall meet the objective of benefitting low and moderate-income persons. RECIPIENT shall provide services to persons whose income is equal to or lower than 80% of the median income of the Dallas standard metropolitan statistical area. To accomplish this, the RECIPIENT shall use the current applicable income limits published by the U.S. Department of Housing and Urban Development (“HUD”) for lower-income housing assistance under Section 8 of the United States Housing Act of 1937. Income eligibility shall be determined by the sum of the gross income of all individuals residing in the household. Services Page 1 of 19 DocuSign Envelope ID: B2BA54E8-E4F&4E4D-9CCC-3DDE6CH7B82D must be provided directly to or on behalf of specific identified eligible clients. Eligibility documentation must be included in each client’s file and updated at least once during the contract period 3. REPRESENTATIONS A. RECIPIENT assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate, and official motion, resolution, or action passed or taken, to enter into this Agreement. B. The person or persons signing and executing this Agreement on behalf of RECIPIENT, do hereby warrant and guarantee that he, she, or they have been fully authorized by RECIPIENT to execute this Agreement on behalf of RECIPIENT and to validly and legally bind RECIPIENT to all terms, performances, and provisions herein set forth C. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either RECIPIENT or the person signing the Agreement to enter into this Agreement. RECIPIENT 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. RECIPIENT agrees that the funds and resources provided RECIPIENT 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, RECIPIENT had this Agreement not been executed 4. OBLIGATIONS In consideration of the services provided by RECIPIENT, CITY agrees to the following terms and conditions: A. Limit of Liability. CITY will reimburse RECIPIENT for expenses incurred pursuant to and in accordance with the Budget attached hereto as Exhibit B, and incorporated herein by reference, and the Scope of Services herein attached as Exhibit A. Notwithstanding any other provision of the Agreement, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of Fifteen Thousand Dollars – $ 15,000.00. B. Measure of Liability. In consideration of full and satisfactory performance of the services and activities hereunder by RECIPIENT and receipt of a requisition for payment with appropriate documentation of expenditures, CITY shall make payments to RECIPIENT based on the Budget in Exhibit B, subject to the limitations and provisions set forth in Exhibit B and in this Section and Section 7 of this Agreement. (1) The parties expressly understand and agree that CITY’s obligations under this Section are contingent upon CITY’s receipt and appropriation of adequate funds to meet CITY’s liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify RECIPIENT in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability or terminate the Agreement. If funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to RECIPIENT under this Agreement. (2) it is expressly understood that this Agreement in no way obligates the CITY to provide more funds than theamount shown in subsection A above. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid or reimbursed, or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the beginning date or after the ending date specified in Section 1 ; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to RECIPIENT, or termination of the Agreement, whichever date is earlier; or Page 2 of 19 DocuSign Envelope ID: B2BA54E8-E4F8-4E4D-9CCC-3DDE6047B82D (e) is not an allowable cost as defined by Section 10 of this Agreement or in the Budget set forth in Exhibit B (4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of RECIPIENT requiring prior written authorization from CITY, or after CITY has requested that RECIPIENT furnish data conceming such action prior to proceeding further, unless and until CITY advises RECIPIENT to proceed. (5) CITY shall not be obligated or liable under this Agreement to any party other than RECIPIENT for payment 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 of Denton budget for use on alternative services or projects. RECIPIENT’S Obligations. In consideration of the receipt of funds from the CITY, the RECIPIENT agrees to the following terms and conditions : (1) Up to Fifteen Thousand Dollars ($15,000.00) may be paid to RECIPIENT by CITY to RECIPIENT under the terms of this Agreement on a reimbursement basis. RECIPIENT shall be eligible for reimbursement only for expenditures made in accordance with the Budget, set forth in Exhibit B, to complete those services described in the Scope of Services in Exhibit A. (2) RECIPIENT will establish, operate, and maintain an account system for these funds that will allow for a tracing of funds and a review of the financial status of the program. The system will be based on generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants. (3) RECIPIENT will permit authorized officials of CITY to review its books at any time. (4) RECIPIENT 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 request. (5) RECIPIENT will not enter into any contracts that would encumber CITY funds for a period that would extend beyond the term of this Agreement. (6) RECIPIENT will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly reported to CITY’s Community Development Division for further direction (7) RECIPIENT will appoint a representative who will be available to meet with CITY officials when requested. (8) RECIPIENT will indemnify and hold harmless CITY, its officers, elected and appointed officials, agents, employees, and contractors from any and all claims and suits arising out of the services or activities of RECIPIENT, its employees, and/or contractors. (9) RECIPIENT will submit to CITY copies of year-end audited financial statements. C. 5. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS RECIPIENT 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. RECIPIENT shall give the CITY, and any of CITY’s authorized representatives, access to and the right to reproduce all records belonging to or in use by RECIPIENT pertaining to this Agreement. Such access shall continue as long as RECIPIENT retains the records. RECIPIENT shall maintain such records in an accessible location. RECIPIENT shall refrain from 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 RECIPIENT will be subject to the requirements of this Agreement. The RECIPIENT agrees to be responsible to CITY for the performance of any subcontractor. A. B. C Page 3 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D 6. PERFORMANCE BY RECWIENT RECIPIENT will provide, oversee, administer, and carry out the activities and services set out in the Scope of Services described in Exhibit A, utilizing the funds in accordance with the budget described in Exhibit B. Both parties agree and acknowledge that the amount of funds provided hereunder is necessary and sufficient payment for full and satisfactory performance of the program in accordance with all terms, provisions, and requirements of this Agreement. No modifications or alterations may be made to the Scope of Services or Budget without the prior written approval of the CITY’s Director of Community Services. 7. PAYMENTS Payments to RECIPIENT. The CITY shall pay to RECIPIENT a maximum amount of money not to exceed Fifteen Thousand Dollars – $15,000.00 for services rendered under this Agreement. The CITY will pay these funds on a reimbursement basis to RECIPIENT within twenty-one days after CITY has received supporting documentation of eligible expenditures. Documentation of expenditures must be submitted to the Community Development Division by the dates required by Community Development. RECIPIENT’S failure to provide the information on a timely basis may jeopardize present or future funding. Funds are to be used for the sole purpose of providing the services described in the Scope of Services in Exhibit A and based on the Budget in Exhibit B. RECIPIENT’s reimbursement request for any one-month period will not exceed one-fourth (1/4) of any budgeted line items for costs as specified in Exhibit B without prior written authorization from the CITY. If, in CITY’s sole judgment, RECIPIENT’s reimbursement request for any period does not provide sufficient documentation of allowable expenditures or if CITY requests inspection or verification of claimed expenditures after receipt of a reimbursement request, CITY may withhold reimbursement for those expenditures for an amount of time deemed reasonable by CITY pending such inspection, verification, or receipt of documentation. Excess Payment. RECIPIENT 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 RECIPIENT; or (2) has not been spent strictly in accordance with the terms of this Agreement; or (3) is not supported by adequate documentation to fully justify the expenditure. Disallowed Costs. Upon termination of this Agreement, should any expense or charge for which payment has been made be subsequently disallowed or disapproved by CITY as a result of any auditing or monitoring by CITY, RECIPIENT will refund such amount to CITY within ten working days of a written notice to RECIPIENT, which specifies the amount disallowed. Refunds of disallowed costs may not be made from these or any funds received from or through CITY. Reversion of Assets (1) RECIPIENT, upon expiration of this Agreement shall transfer to the CITY any funds on hand at the time of expiration and any accounts receivable attributable to the use of funds. (2) The reversion of these financial assets shall be in addition to any other remedy available to CITY either at law or in equity for breach of this Agreement. Obligation of Funds. (1) in the event that actual expenditure rates deviate from RECIPIENT’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. (2) if CITY finds that RECIPIENT is unwilling and/or unable to comply with any of the terms of this Agreement, CITY may require a refund of any and all money expended pursuant to this Agreement by RECIPIENT, as A. B C. D. E F G H Page 4 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D well as any remaining unexpended funds which shall be refunded to CITY within ten working days of a written notice to RECIPIENT to revert these financial assets. Contract Close Out. RECIPIENT shall submit 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 Agreement period. I 8. ALLOWABLE COSTS Costs shall be considered allowable only if incurred directly and specifically in the performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B. Prior written authorization is required in order for the following to be considered allowable costs: 1) Encumbrances or expenditures during any one-month period which exceeds one-fourth (1/4) of the total Budget for any particular line-item as specified in Exhibit B. 2) CITY shall not be obligated to any third parties, including any subcontractors of RECIPIENT, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement. 3) Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted. 4) Any alterations, deletions, or additions to the Budget detail incorporated in Exhibit B. 5) Costs or fees for temporary employees or services. 6) Any fees or payments for consultant services. 7) Fees for attending out of town meetings, seminars, or conferences. Written requests for prior approval are RECIPIENT’s responsibility and shall be made within sufficient time to permit a thorough review by CITY. RECIPIENT must obtain written approval by CITY prior to the commencement of procedures to solicit or purchase services or personal property. Any procurement or purchase which may be approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. Expenditures will not be reimbursed to the RECIPIENT for the purchase of real property or equipment. These are not allowable costs under this Agreement. A. B. C. D. 9. PROGRAM INCOME For purposes of this Agreement, “Program Income” means earnings of RECIPIENT realized from activities resulting from this Agreement or from RECIPIENT’s management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of RECIPIENT provided as a result of this Agreement, and payments from clients or third parties for services rendered by RECIPIENT under this Agreement. RECIPIENT shall maintain records of the receipt and disposition of Program Income in the same manner as required for other contract funds and report Program Income to CITY in the format prescribed by CITY. CITY and RECIPIENT agree that any fees collected for services performed by RECIPIENT shall be used for payment of costs associated with service provision. Revenue remaining after payment of all program expenses for service provision shall be considered Program Income and shall be subject to all the requirements of this Agreement and the regulations found at 24 CFR §570.504. RECIPIENT shall include this Section in its entirety in all of its sub-contracts which invo ive other income- producing services or activities. A. B. C Page 5 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D D. It is RECIPIENT’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. RECIPIENT 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. 10. REPORTS AND INFORMATION At such times and in such form as CITY may require, RECIPIENT shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. RECIPIENT shall submit beneficiary and financial reports to CITY no less than once every three months. The beneficiary report shall detail client information, including race, ethnicity, income, female head of household and other statistics required by CITY. The financial report shall include information and data relative to all programmatic and financial reporting as of the commencement date specified in Section 1 of this Agreement. Unless the CITY has granted a written exemption, RECIPIENT shall submit an audit conducted by independent examiners in accordance with Generally Accepted Accounting Principles. 11 MONITORING AND EVALUATION RECIPIENT agrees to participate in a monitoring and evaluation system whereby the services can be continuously monitored. CITY shall perform monitoring of the RECIPIENT’s performance under this Agreement. A. RECIPIENT agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by RECIPIENT to the Scope of Services, Program Goals, and Objectives in Exhibit A, as well as other provisions of this Agreement, B. RECIPIENT 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. RECIPIENT 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 requested by CITY staff. D. RECIPIENT agrees to make available upon request its financial records for review by CITY at CITY’s discretion. In addition, RECIPIENT agrees to provide CITY the following data and reports, or copies thereof: ( 1) All external or internal evaluation reports. (2) Performance/beneficiary 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 household income. Beneficiary reports shall be due to CITY within 15 working days after the completion of the required reporting period. RECIPIENT agrees to submit 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. Financial reports shall be due to CITY within 15 working days after the completion of the required reporting period; and (3) An explanation of any major changes in program services. E. To comply with this section, RECIPIENT 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. RECIPIENT’s record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. RECIPIENT 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. Nothing in the above subsections shall be construed to relieve RECIPIENT of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. Page 6 of 19 DocuSign Envelope ID: B2BA54E8.E4F84E4D.9CCC-3DDE6047B82D F.After each official monitoring on-site visit, CITY shall provide RECIPIENT with a written report of monitoring findings, documenting findings, and concerns that will require a written response to the CITY. An acceptable response must be received by the CITY within 60 days from the RECIPIENT’s receipt of the monitoring report or audit review letter. Future payments under this Agreement can be withheld for the RECIPIENT’s failure to submit a written response within 60 days RECIPIENT shall submit copies of any fiscal, management, or audit reports by any of the RECIPIENT’s funding or regulatory bodies to CITY within ten working days of receipt by the RECIPIENT. G. 12. MAINTENANCE OF RECORDS RECIPIENT 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, and with any other applicable Federal and State regulations establishing standards for financial management. RECIPIENT’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 RECIPIENT of fiscal accountability and liability under any other provision of this Agreement or any applicable law. RECIPIENT shall include the substance of this provision in all subcontracts. RECIPIENT 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. Nothing in the above subsections shall be construed to relieve RECIPIENT 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 RECIPIENT shall make available to CITY, or any of their authorized representatives, all of its records and shall permit CITY, or any of their authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and all other data requested by said representatives. A. B. C. D. E. 13. DIRECTORS’ MEETINGS During the term of this Agreement, RECIPIENT 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. RECIPIENT understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors’ meetings. Minutes of all meetings of RECIPIENT’s governing body shall be available to CITY within ten days after Board approval. 14. WARRANTIES RECIPIENT 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 RECIPIENT 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 RECIPIENT.C. No litigation or legal proceedings are presently pending or threatened against the RECIPIENT. Page 7 of 19 DocuSign Envelope ID: B2BA&+E8-E4F84E4D.9CCC.3DDE6047B82D D. E F. G. None of the provisions herein contravene or are in conflict with the authority under which RECIPIENT is doing business or with the provisions of any existing indenture or agreement of RECIPIENT. RECIPIENT 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. None of the assets of RECIPIENT 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 RECIPIENT to CITY. 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. 15. COVENANTS During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, RECIPIENT shall not, without the prior written consent of the Director of Community Services or their authorized representative: (1) Mortgage, pledge, or otherwise encumber, or suffer to be encumbered, any of the assets of RECIPIENT 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 RECIPIENT which are allocated to the performance ofthis 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 a 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 RECIPIENT by CITY, unless CITY authorizes such transfer in writing. RECIPIENT agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. A. B. 16. INSURANCE RECIPIENT shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for the services provided pursuant to this Agreement. The premises on and in which the services and activities described in Exhibit A are conducted, and the employees conducting these services and activities, shall be covered by premise liability insurance, commonly referred to as “Owner/Tenant” coverage, with CITY named as an additional insured. Upon request of RECIPIENT, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. RECIPIENT 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. RECIPIENT will maintain adequate and continuous liability insurance on all vehicles owned, leased, or operated by RECIPIENT. All employees of RECIPIENT 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 RECIPIENT’s files. Actual losses not covered by insurance as required by this Section are not allowable or eligible costs under this Agreement and remain the sole responsibility of RECIPIENT. A. B. C. D. E Page 8 of 19 DocuSign Envelope ID: B2BA54E8-E4F8-4E4D-9CCC.3DDE6C>47B82D F. The policy or policies of insurance shall contain a clause which requires that CITY and RECIPIENT be notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation. 17. CIVIL RIGHTS / EQUAL OPPORTUNITY RECIPIENT shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. The RECIPIENT shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, gender, age, or disability. The RECIPIENT will take affirmative action to ensure that ali 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, layofif, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. RECIPIENT 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 1 990, the Age Discrimination Act of 1 975, Executive Order 1 1063 and Executive Order 1 1246 as amended by Executive Orders 11375 and 12086. RECIPIENT 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. In the event of RECIPIENT’s non-compliance with the non-discrimination requirements, CITY may cancel or terminate the Agreement in whole or in part in accordance with Sections 24 and 25 and RECIPIENT may be barred from further contracts with CITY. A B. C. D. 18. PERSONNEL POLICIES Personnel policies shall be established by RECIPIENT 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; andC. be approved by the governing body of RECIPIENT. 19. CONFLICT OF INTEREST RECIPIENT 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. RECIPIENT 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. RECIPIENT 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. 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. A. B. C Page 9 of 19 DocuSign Envelope ID: B2BA54E8-E4F8-+E4D-9CCC-3DDE6(H7B82D 20. NEPOTISM RECIPIENT 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 RECIPIENT, or is a member of RECIPIENT’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, and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY Neither the funds provided pursuant to this Agreement, nor any personnel who may be employed by the RECIPIENT with funds provided pursuant to this Agreement, shall be in any way or to any extent engaged in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code. The RECIPIENT is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; sectarian or religious activities, lobbying, political patronage, or nepotism activities . The RECIPIENT agrees that none of the funds or services provided directly or indirectly under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office, or for publicity, lobbying, and/or propaganda purposes designed to support or defeat pending legislation. Employees of the RECIPIENT connected with any activity that is funded in whole or in part by funds provided to RECIPIENT under this Agreement may not during the term of this Agreement: 1) use their official position or influence to affect the outcome of an election or nomination; 2) solicit contributions for political purposes; or 3) take an active part in political management or in political campaigns. SUBRECIPIENT hereby agrees to sign a Certification Regarding Lobbying included herein as Exhibit C and if necessary, the Disclosure of Lobbying Activities provided by the CITY. A. B. C. D. 22. PUBLICITY Where such action is appropriate, RECIPIENT shall publicize the activities conducted by RECIPIENT under this Agreement to state that the City of Denton has contributed to make the project possible. 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 RECIPIENT shall become the property of CITY upon receipt. A. B. C. 23. CHANGES AND AMENDMENTS 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. RECIPIENT may not make transfers between or among approved line items within budget categories set forth in Exhibit B without prior written approval of CITY. RECIPIENT 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. The City Manager or designee may authorize minor amendments to the approved budget in Exhibit B as necessary to carry out the intent of this Agreement, in a manner consistent with the efficient use of public funds, and in A. B. C Page 10 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D accordance with federal law. Such minor amendments may not increase the not to exceed amount set forth in Exhibit B, extend the term, or otherwise alter the performance obligations of RECIPIENT, without approval of the City Council. 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 to the Agreement, which may include an increase or decrease in the amount of RECIPIENT's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. Any alterations, deletions, or additions to the Budget set forth in Exhibit B requested by RECIPIENT shall require the prior written approval of CITY. RECIPIENT 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. RECIPIENT 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. D. E. F G. H. 1. 24. SUSPENSION OF FUNDING Upon determination by CITY of RECIPIENT’s failure to timely and properly perform each of the requirements, time conditions, and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to RECIPIENT, withhold further payments to RECIPIENT. Such notice may be given by mail to the Executive Officer and the Board of Directors of RECIPIENT. 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 appropriate to accomplish corrective action, but in no event shall it exceed 30 calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, RECIPIENT may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period. If however, CITY determines that RECIPIENT has not come into compliance, the provisions of Section 25 may be effectuated. 25. TERMINATION CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this Section: ( 1) RECIPIENT’s failure to attain compliance during any prescribed period of suspension as provided in Section 24 (2) RECIPIENT’s failure to materially comply with any of the terms of this Agreement. (3) RECIPIENT’s violation of covenants, agreements, or guarantees of this Agreement. (4) Termination or reduction of funding by the CITY. (5) Finding by CITY that the RECIPIENT: a. is in such unsatisfactory financial condition as to endanger performance under this Agreement; or 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 A of business. Page 11 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D (6) Appointment of a trustee, receiver, or liquidator for all or substantial part of RECIPIENT’s property, or institution of bankruptcy, reorganization, rearrangement of, or liquidation proceedings by or againstRECIPIENT. (7) RECIPIENT’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) RECIPIENT’s violation of any law or regulation to which RECIPIENT is bound or shall be bound under the terms of the Agreement. CITY shall promptly notify RECIPIENT in writing of the decision to terminate and the effective date of termination. CITY may terminate this Agreement for convenience at any time. If CITY terminates this Agreement for convenience, RECIPIENT will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination, subject to the requirements of Section 7 and Exhibit B. 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 RECIPIENT covered by the Agreement, less payments previously made. RECIPIENT may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which RECIPIENT depends for performance hereunder. RECIPIENT may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between RECIPIENT and the funding source in question. RECIPIENT may terminate this Agreement upon the dissolution of RECIPIENT’s organization not occasioned by a breach of this Agreement. Upon receipt of notice to terminate, RECIPIENT shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts, which relate to the performance of this Agreement. CITY shall not be liable to RECIPIENT or RECIPIENT’s contractors, subcontractors or creditors for any expenses, encumbrances, or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this Section Notwithstanding any exercise by CITY of its right of suspension or termination, RECIPIENT shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by RECIPIENT, and CITY may withhold any reimbursement to RECIPIENT until such time as the exact amount of damages due to CITY from RECIPIENT is agreed upon or otherwise determined. B. C. D. E F. 26. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit, or other action or proceeding is made or brought by any person(s), firm, corporation, or other entity against RECIPIENT, RECIPIENT shall give written notice thereof to CITY within five working days after being notified of such claim, demand, suit, or other action or proceeding. Such notice shall state the date and hour of notification of any such claim, demand, suit, or other action or proceeding; the names and addresses of the person(s), firm, corporation or other entity making such claim or demand, or that instituted or threatened to institute any type of suit, or other action or proceeding; the basis of such claim, demand, suit, or other action or proceeding; and the name of any person(s) against whom such claim, demand, suit, or other action or proceeding is being made or threatened. Such written notice shall be delivered either personally or by mail postage paid in accordance with the provisions of Section 29.1. Page 12 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D 27. INDEMNIFICATION It is expressly understood and agreed by both parties hereto that CITY is contracting with RECIPIENT as an independent contractor and that as such, RECIPIENT 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, audit exceptions, demands, suits, or damages of any kind or character whatsoever resulting in whole or in part from the performance, act or omission of any employeep agentp contractor, subcontractor, or representative of RECIPIENT. RECIPIENT agrees to provide the defense for and to indemnify and hold harmless CITY and its officers, elected and appointed officials, agents, employees, and contractors from any and all claims, suits, causes of action1 demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. A. B 28. NON-RELIGIOUS ACTIVITIES RECIPIENT 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 organizations ’ programs. Faith based organizations that carry out programs or activities with direct financial assistance are required to provide written notice of certain protections to beneficiaries and prospective beneficiaries. Specifically, such organizations are required to give notice to beneficiaries that: (1) The organization may not discriminate against a beneficiary or prospective beneficiary based on religion> a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice; (2) The organization may not require a beneficiary to attend or participate in any explicitly religious activities that are offered by the organization, and any participation by the beneficiary in such activities must be purely voluntary; (3) The organization must separate, in time or location, any privately funded explicitly religious activities from activities supported by direct Federal financial assistance; (4) 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; and (5) A beneficiary or prospective beneficiary may report an organization’s violation of these protections, including any denials of services or benefits by an organization, by contacting or filing a written complaint to HUD or the intermediary administering the program, if applicable. (a) Faith-based organizations must provide this notice to prospective beneficiaries prior to enrollment. In the event of an emergency or exigent circumstances that make it impracticable to provide the written notice in advance, prospective beneficiaries may receive the notice at the earliest available opportunity. Current beneficiaries must receive the notice at the earliest available opportunity. (b) Faith-based organizations that carry out a program or activity with direct Federal financial assistance 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. A. B Page 13 of 19 DocuSign Envelope ID: B2BA54E8-E4F8JtE4D-9CCC-3DDE6047B82D 29. MISCELLANEOUS RECIPIENT 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. 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. 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 RECIPIENT shall become the property of CITY upon receipt. Debarment: RECIPIENT certifies that it is not listed on the System for Award Management (SAM), which list the debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programsunder Executive Order 12549 and 24 CFR Part 24. In no event shall any payment to RECIPIENT hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Agreement, constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by RECIPIENT. 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 provlslon. This Agreement, together with the 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. 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. If RECIPIENT provides services to the homeless it is required to: (1) Report homeless data to the Homeless Management Information System (“HMIS”). 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 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, the RECIPIENT is encouraged to work in partnership with fellow service providers to improve efficiency and effectiveness. A. B. C. D. E. F. G. H Page 14 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D I. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if delivered by courier or overnight mail service or if sent U.S. Mail postage paid, in each case to the parties and addresses set forth below: TO CITY: City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 TO RECIPIENT: United Way of Denton County Attn: Executive Director/CEO/Commander 1314 Teasley Lane Denton, Texas 76205 w/ a copy to: City Attorney City of Denton 215 E. McKinney Street Denton, TX 76201 R: bUt IT':' ', +Be n+dP :++q B+++ + TI'll IIt Page 15 of 19 DocuSign Envelope ID: B2BA54E8.E4F&4E4D-9CCC-3DDE6(H7B82D J. 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 of competent jurisdiction sitting in Denton County, Texas. Agreement has been executed as of the alW day of CITY OF DENTON:United Way of Denton County, Inc.: /– Mu SIgned by: BY: 1 An tt%ZwvhL7EE92342A93F4a TITLE. President & CEOCITY MANAGER ATTEST:ATTEST: BY: CITY SECRETARY TITLE. secretary APPROVED AS TO LEGAL FORM: ,„ g#3& A;!?J;'’ rItEIf’” MACK REINWAND,CITY ATTORNEY At\111111111 Page 16 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationalobligations and business terms /-–DoeuStgn•d bHI h.’db sl,A OB8BE12787DF401SIgnature Director of Community Services Title Community Services Department Date Signed:9/12/2022 Page 17 of 19 DocuSign Envelope ID: B2BA54E8-E4F8-+E4D-9CCC.3DDE6047B82D Exhibit A Scope of Services The Scope of Services under this Agreement shall be as follows: SECTION I –RESPONSIBILITIES OF THE CITY OF DENTON The Director of Community Services will serve as the key staff position for the City to oversee this Service Agreement for Homeless Management Information System (HMIS) Licenses. The CITY agrees to: 1. 2. Fund HMIS Licenses in the amount of $15,000.00 annually for the term of this agreement. The RECIPIENT may request the CITY release funds to RECIPIENT for HMIS Licenses upon execution of this agreement.CITY will release funds within 30 days of receiving the request from RECIPIENT. Provide guidance and technical support to the RECIPIENT in relation to the homeless data system and information collected by the City. SECTION II - RESPONSIBILITIES OF UNITED WAY OF DENTON COUNTY United Way Director of Homelessness Initiatives will serve as the key staff position for United Way to oversee this HMIS license fbnding agreement. The RECIPIENT agrees to: I 2. 3. 4. 5. Serve as fiscal administrator for HMIS License funding. Direct the fundraising efforts necessary to adequately support the cost of additional HMIS Licenses including but not limited to partnerships and community funding sources. Continue to support HMIS data quality improvements for Denton nonprofits serving people experiencingand at-risk of homelessness. Provide the City Manager or their designee with quarterly reports that include: a) budget spreadsheet and b) funding distribution report. Use funding provided under this agreement in accordance with Section III, below. SECTION III - OUTPUTS AND OUTCOMES The United Way will utilize the HMIS License funding to provide benefits to the citizens of the city of Denton through these outcomes: • Number of Participating Agencies & Licenses in HMIS (13 agencies & 48 licenses) • CE Process Improvements (Increase # of Front Door Agencies through HMIS recruitment) Page 18 of 19 DocuSign Envelope ID: B2BA54E8-E4F84E4D-9CCC-3DDE6047B82D Exhibit B Budget RECIPIENT shall provide the services listed in this Agreement within the monetary limits attached hereto and incorporated by reference herein. In no event shall compensation to the RECIPIENT exceed the lesser of the RECIPIENT’s costs attributable to the work performed as stated herein, or sum of $15,000.00 Allowable Expenditure HMIS Licenses Total 15,000.00 $ 15,000.00 RECIPIENT will be reimbursed in accordance with Section 7 of this Agreement for eligible expenditures made in connection with the Scope of Services described in Exhibit A to this Agreement. RECIPIENT will submit reimbursement requests as provided in this Exhibit B and in this Agreement. For reimbursement for purchase of Licenses: 1. Invoice/Receipt 2. Proof of payment (copy of check with check number or bank statement) Page 19 of 19