22-1570ORDINANCE NO. 22-1570
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TOEXECUTE A FUNDING AGREEMENT BETWEEN THE CITY AND HEALTH SERVICES OF
NORTH TEXAS, INC. TO PROVIDE AMERICAN RESCUE PLAN CORONAVIRUS STATE ANDLOCAL FISCAL RECOVERY FUNDS FOR THE POVERTY PRIMARY CARE PROGRAM INDENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS IN AN AMOUNT NOT TO
EXCEED $75,000.00; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton has received Coronavirus State and Local Fiscal Recovery Funds
(SLFRF) under the American Rescue Plan Act to provide support to State territorial, local, and Tribal
governments in responding to the economic and public health impacts of COVID-19 and in their efforts to
contain impacts on their communities, residents, and businesses; and
WHEREAS, the nonprofit sector continues to face the negative economic impacts of COVID-19;and
WHEREAS, the individuals receiving services from nonprofits continue to be disproportionately
impacted by the negative economic impacts of COVID-19; and
WHEREAS, the City has adopted a budget and included therein an authorized budget for the
expenditure of SLFRF funds in accordance with its 2022-2023 Operating Budget; and
WHEREAS, the Community Services Advisory Committee (''CSAC") of the City has reviewed theproposal for services of Health Services of North Texas, Inc. (the “SUBRECIPIENT”) for the Poverty
Primary Care Program and has determined that the SUBRECIPIENT performs an important service for the
residents of Denton without regard to race, religion, color, age, or national origin, and the CSAC
recommends the award of SLFRF funds for such services in accordance with the 2020-2022 City of Denton
Consolidated Plan pursuant to the 2022-2023 ARP Service Agreement between the City andSUBRECIPIENT attached hereto as Attachment 1 and incorporated herein for all purposes (the
“Agreement”); and
WHEREAS, the City has designated the Community Development Division as the division
responsible for the administration of the Agreement and all matters pertaining thereto; and
WHEREAS, the City Council deems it in the public interest to enter into the Agreement in supportof much needed services for Denton residents; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations in the preamble of this ordinance are incorporated herein
by reference as true and as if fully set forth in the body of this ordinance.
SECTION 2. The City Manager or their designee is hereby authorized to execute the Agreement
with Health Services of North Texas, Inc. to provide for the Poverty Primary Care Program.
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SECTION 3. The City Manager or designee is hereby authorized to expend funds in an amount not
to exceed $75,000.00 of SLFRF funds in the manner specified in the Agreement, and to take any otheractions that may be necessary or convenient, in the reasonable opinion of either the City Manager or the
City Attorney, to carry out the City’s rights and obligations under the Agreement.
SECTION 4. This ordinance shall become effective immediately upon its passage and approval.
The motion to aoorove this ordinance3e9seThe\was made by %@\ Beck and „,,„d,d by
ordinance was passed and approved by the following vote [7 - a]
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:,/
t/
1/
1/‘
1/
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Vicki Byrd, District 1 :
Brian Beck, District 2 :
Jesse Davis, District 3 :
Alison Maguire, District 4:
Brandon Chase McGee, At Large Place 5:
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, tf d,y ,f CUt>ber 2022
a4,’ZH –
GERARD HUDSPETH, MAYOR
ATFEST: DePOT V .YB, CITY SEC]$gJILJIJE5Ui
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APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Saga-Digitally signed by Scott BrayDate: 2022.10.03 09:58:094ayjbBY:
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DocuSign Envelope ID: 3743D188-22DB4861-8677-094E949608F8
2022-2023 ARP SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
HEALTH SERVICES OF NORTH TEXAS, DVC. PROVIDHqG FOR THE PAYMENT AND USE OFAMERICAN RESCUE PLAN ACT FUNDDtG
This Agreement is hereby 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 Health Services of North Texas, Inc., 4401 N.
1-35, Suite 3 12, Denton, TX 76207, hereinafter referred to as ’'SUBRECIPIENT."
WHEREAS, the American Rescue Plan Act of 2021, also called the COVID-19 Stimulus Package or American
Rescue Plan (ARP), was passed on March 11, 2021, providing $1.9 trillion with funding objectives to support public
health response, replace public sector revenue loss, invest in water and sewer infrastructure, address negative
economic impacts, offer premium pay for essential workers, and invest in broadband infrastructure; and
WHEREAS, CITY has received certain funds from the U.S. Department of Treasury under the American Rescue
Plan’s State and Local Fiscal Recovery Funds (SLFRF); and
WHEREAS, CITY's Community Services Advisory Committee ('’CSAC") has reviewed the SUBRECIPIENT’s
proposal for services and has determined that SUBRECIPIENT performs an important service for the residents of the
City of Denton without regard to race, religion, color, age, or national origin, and CSAC recommends
SUBRECIPIENT’s proposal for services; and
WHEREAS, CITY has determined that the SUBRECIPIENT’s proposal for services addresses the public health
emergency and negative economic impacts of COVID- 19 and can provide needed services to the residents of the City
of Denton in accordance with the 2020-2022 City of Denton Consolidated Plan, and desires to enter into an agreement
for such services; and
WHEREAS, CITY has adopted a budget for such funds and included therein an authorized budget for expenditure of
funds; and
WHEREAS, City has determined that a grant program whereby the City provides certain qualified non-profits funds
to accomplish the purpose of providing programs and services deemed to be in the public interest and in accordance
with the American Rescue Plan funding objectives;
WHEREAS, the qualified non-profits are awarded subawards of SLFRF funds where all compliance requirements
for use of SLFRF funds and any and all reporting requirements for expenditures of SLFRF funds apply;
WHEREAS, CITY has designated the Community Development Division as the division responsible for the
administration of this Agreement and all matters pertaining thereto; and
WHEREAS, CITY’s City Council has approved this Agreement and the expenditure of up to $75,000.00 in SLFRF
funds consistent with the terms of this Agreement;
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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 18, 2022, and shall terminate on September 30, 2023, unlesssooner terminated in accordance with Section 25 “Termination.”
2. RESPONsmiLiTiES
SUBRECIPIENT 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 SUBRECIPIENT’s
executive officer to be SUBRECIPIENT’s representative responsible for the management of all contractual matters
pertaining hereto, unless written notification to the contrary is received from SUBRECIPIENT and approved byCITY
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
SUBRECIPIENT certifies that the activities carried out with these funds shall meet the American Rescue Plan’s
funding objectives in response to the COVID-19 emergency. SUBRECIPIENT shall provide services and/or
programming for City of Denton residents as detailed in Exhibit A Scope of Services.
3. REPRESENTATIONS
SUBRECIPIENT 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.
TIle person or persons signing and executing this Agreement on behalf of SUBRECIPIENT, do hereby warrant
and guarantee that he, she, or they have been fully authorized by SUBRECIPIENT to execute this Agreement on
behalf of SUBRECIPIENT and to validly and legally bind SUBRECIPIENT to all terms, performances, and
provisions herein set forth.
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 SUBRECIPIENT or the person signing the Agreement to
enter into this Agreement. SUBRECIPIENT 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
SUBRECIPIENT agrees that the funds and resources provided SUBRECIPIENT 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,
SUBRECIPIENT had this Agreement not been executed.
A.
B.
C.
D.
4. OBLIGATIONS
CITY agrees to the following terms and conditions:
A. Limit of Liability. CITY will pay SUBRECIPIENT for expenses pursuant to and in accordance with the Project
Budget attached hereto as Exhibit B, and incorporated herein by reference, and the Scope of Services herein
attached as Exhibit A and incorporated herein by reference. Notwithstanding any other provision of the
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Agreement, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed
the sum of Seventy-Five Thousand and no/100 Dollars – $75,000.00.
Measure of Liability. In consideration of full and satisfactory performance of the services and activities
hereunder by SUBRECIPIENT and receipt of required reporting and documentation of expenditures, CITY shall
make payments to SUBRECIPIENT 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. Payments may be contingent upon
certification of the SUBRECIPIENT’s financial management system in accordance with the standards specified
in 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for FederalAwards.
( 1) The parties expressly understand and agree that CITY’s obligations under this Section are contingent upon
CITY’s receipt and appropriation of adequate ARP funds to meet CITY’s liabilities under this Agreement.
If adequate funds are not available to make payments under this Agreement, CITY shall notify
SUBRECIPIENT 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 fbnds eligible for use for
purposes of this Agreement are reduced, CITY shall not be liable for further payments due to
SUBRECIPIENT under this Agreement.
(2) it is expressly understood that this Agreement in no way obligates the General Fund or any other monies or
credits of the City of Denton.
(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 Agreemenl including all exhibits attached hereto;
(d) is not an allowable cost as defined by Section 10 of this Agreement or in the Budget set forth inExhibit B
(4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of
SUBRECIPIENT requiring prior written authorization from CITY, or after CITY has requested that
SUBRECIPIENT furnish data concerning such action prior to proceeding further, unless and until CITY
advises SUBRECIPIENT to proceed.
(5) CITY shall not be obligated or liable under this Agreement to any party other than SUBRECIPIENT 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 within 15 days
from the expiration of the term for use on alternative services or projects.
SUBRECIPIENT’S Obligations. In consideration of the receipt of funds from the CITY, the SUBRECIPIENT
agrees to the following terms and conditions:
( 1) Up to Seventy-Five Thousand and no/100 Dollars ($75,000.00) may be paid to SUBRECIPIEIVT by CITY
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. SUBRECIPIENT shall not utilize these funds for any other
purpose
(2) SUBRECIPIENT will establish, operate, and maintain an account system for this program that will allow for
a tracing offbnds 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) SUBRECIPIENT will permit authorized officials of CITY to review its books at any time.
B.
C
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(4) SUBRECIPIENT 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) SUBRECIPIENT will not enter into any contracts that would encumber CITY fbnds for a period that would
extend beyond the term of this Agreement.
(6) SUBRECIPIENT 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 fbrtherdirection.
(7) SUBRECIPIENT will appoint a representative who will be available to meet with CITY officials when
requested.
(8) SUBRECIPIENT 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 SUBRECIPIENT, its employees, and/or contractors.
(9) SUBRECIPIENT will submit to CITY copies of year-end audited financial statements.
5. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
SUBRECIPIENT shall comply with all applicable federal laws, laws of the State of Texas, and ordinances of the
City of Denton.
SUBRECIPIENT agrees to abide by the conditions of and comply with the requirements of the Office of
Management 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards
SUBRECIPIENT shall give the CITY, US Department of Treasury, the Comptroller General of the United States,
and any of the CITY’s authorized representatives, access to and the right to reproduce all records belonging to or
in use by SUBRECIPIENT pertaining to this Agreement. Such access shall continue as long as SUBRECIPIENTretains the records. SUBRECIPIENT shall maintain such records in an accessible location.
SUBRECIPIENT 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 SUBRECIPIENT will be subject to the requirements of this Agreement. The
SUBRECIPIENT agrees to be responsible to CITY for the performance of any subcontractor.
SUBRECIPIENT further agrees and certifies that if the regulations and issuances promulgated pursuant to the
Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 of this
Agreement.
A
B.
C
D.
E.
6. PERFORMANCE BY SUBRECIPIENT
SUBRECIPIENT 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 SUBRECIPIENT. The CITY shall pay to SUBRECIPIENT a maximum amount of money not to
exceed Seventy-Five Thousand and no/100 Dollars – $75,000.00 for services rendered under this Agreement.
The CITY will pay these funds on a reimbursement basis to SUBRECIPIENT within twenty-one days after CITY
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A
DocuSign Envelope ID: 3743D188-22DB4861-8677-094E949608F8
has received supporting documentation of eligible expenditures. Expenses incurred on or after October 1, 2022
may be eligible for reimbursement. Documentation of expenditures must be submitted to the Community
Development Division by the dates required by Community Development. SUBRECIPIENT’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
SUBRECIPIENT’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, SUBRECIPIENT’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. SUBRECIPIENT 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 SUBRECIPIENT; 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 or any other Federal SUBRECIPIENT, SUBRECIPIENT will refund such amount to CITY within ten
working days of a written notice to SUBRECIPIENT, 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) SUBRECIPIENT, 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.Obljgation of Funds
(1) in the event that actual expenditure rates deviate from SUBRECIPIENT’s provision of a corresponding level
of performance, as specified in Exhibit A, CITY hereby reserves the right to re-appropriate or recapture any
such under expended fbnds.
(2) if CITY finds that SUBRECIPIENT 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
SUBRECIPIENT, as well as any remaining unexpended funds which shall be refunded to CITY within ten
working days of a written notice to SUBRECIPIENT to revert these financial assets.
Contract Close Out. SUBRECIPIENT 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.
B.
C.
D.
E
F
G
H
I
8. ALLOWABLE COSTS
Costs must comply with SLFRF allowable uses and expenditure categories as published in the Compliance
and Reporting Guidance by the US Department of Treasury.
Costs shall be considered allowable only if incurred directly and specifically in the performance of grId in
compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B.
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A.
B
DocuSign Envelope ID: 3743D18&22DB4861-8677-094E949608F8
C.Approval of SUBRECIPIENT’s Budget, Exhibit B, does not constitute prior written approval, even though
certain items may appear herein. CITY’s prior written authorization is required in order for the following tobe 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 SUBRECIPIENT,
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; and
7) Fees for attending out of town meetings, seminars, or conferences.
Written requests for prior approval are SUBRECIPIENT’s responsibility and shall be made within sufficient
time to permit a thorough review by CITY. SUBRECIPIENT 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.
D.
E.
9. PROGRAM HVCOME
Generally, program income includes, but is not limited to, income from fees for services performed, the use or
rental or real or personal property acquired under Federal awards and principal and interest on loans made with
Federal award funds. Program income does not include interest earned on advances of Federal funds, rebates,
credits, discounts, or interest on rebates, credits, or discounts. Recipients of SLFRF funds should calculate,
document, and record the organization’s program income. Additional controls that your organization should
implement include written policies that explicitly identify appropriate allocation methods, accounting standards
and principles, compliance monitoring checks for program income calculations, and records.
SUBRECIPIENT shall maintain records of the receipt and disposition of Program Income in the same manner as
required for other contract funds and reported to CITY in the format prescribed by CITY. CITY and
SUBRECIPIENT 'agree that any fees collected for services performed by SUBRECIPIENT 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 2 CFR 200.307 and any additional guidance regarding program income
and the application of 2 CFR 200.307(e)(1), including with respect to lending programs, released by the
US Department of Treasury.
SUBRECIPIENT shall include this Section in its entirety in all of its sub-contracts which involve other income-
producing services or activities.
It is SUBRECIPIENT’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.
SUBRECIPIENT 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.
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A.
B.
C
D
DocuSign Envelope ID: 3743D188.22DB4861-8677-094E949608F8
10. REPORTS AND INFORMATION
At such times and in such form as CITY may require, SUBRECIPIENT shall furnish such statements, records, data,
and information as CITY may request and deem pertinent to matters covered by this Agreement. SUBRECIPIENT
shall submit performance and expenditure reports to CITY no less than once every month. The performance report
shall detail client information, including race, ethnicity, income, female head of household, and other statistics
required by CITY. The fmancial 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, SUBRECIPIENT shall submit an audit conducted by independent examiners in accordance with
Generally Accepted Accounting Principles. If the SUBRECIPIENT expends more than $750,000 in federal funding,
the audit must be conducted in accordance with OMB 2 CFR Part 200, as applicable within thirty days after receipt
of such audit.
11. MONITORING AND EVALUATION
SUBRECIPIENT agrees to participate in a monitoring and evaluation system whereby the services can be
continuously monitored. CITY shall perform monitoring of the SUBRECIPIENT’s performances under this
Agreement.
A. SUBRECIPIENT agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by
SUBRECIPIENT to the Scope of Services, Program Goals, and Objectives, which are attached hereto as Exhibit
A, as well as other provisions of this Agreement.
B. SUBRECIPIENT 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. SUBRECIPIENT 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. SUBRECIPIENT agrees to make available its financial records for review by CITY at CITY’s discretion. In
addition, SUBRECIPIENT 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 shall 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. SUBRECIPIENT 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, SUBRECIPIENT 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. SUBRECIPIENT’s record system shall contain sufficient documentation to provide in detail full
support and justification for each expenditure. SUBRECIPIENT 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 SUBRECIPIENT of responsibility for retaining accurate and current
records, which clearly reflect the level and benefit of services, provided under this Agreement.
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F.After each official monitoring on-site visit, CITY shall provide SUBRECIPIENT 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 SUBRECIPIENT’s receipt of the
monitoring report or audit review letter. Future contract payments can be withheld for the SUBRECIPIENT’s
failure to submit a written response within 60 days.
SUBRECIPIENT shall submit copies of any fiscal, management, or audit reports by any of the
SUBRECIPIENT’s funding or regulatory bodies to CITY within ten working days of receipt by theSUBRECIPIENT.
G.
12. MAINTENANCE OF RECORDS
SUBRECIPIENT agrees to maintain records that will provide accurate, current, separate, and complete disclosure
of the status of the funds received under this Agreement, in compliance with the provisions of Exhibit A and
Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for
financial management. SUBRECIPIENT’s expenditures of funds made under this Agreement will conform to (2
CFR §200) Uniform Administrative Requirements Cost Principles, and Audit Requirements for Federal Awards
as they pertain to costs incurred, audits, program income, administration, and other activities and functions.
SUBRECIPIENT’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 SUBRECIPIENT of fiscal
accountability and liability under any other provision of this Agreement or any applicable law. SUBRECIPIENT
shall include the substance of this provision in all subcontracts.
SUBRECIPIENT 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 SUBRECIPIENT 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 SUBRECIPIENT 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.
13. DIRECTORS’ MEET]NGS
During the term of this Agreement, SUBRECIPIENT 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. SUBRECIPIENT understands and agrees that CITY representatives shall be afforded access to all of the
Board of Directors’ meetings. Minutes of all meetings of SUBRECIPIENT’s governing body shall be available to
CITY within ten days after Board approval.
14. WARRANTIES
SUBRECIPIENT 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.
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B.Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete,
accurate, and fairly reflect the financial condition of SUBRECIPIENT 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 SUBRECIPIENT.
No litigation or legal proceedings are presently pending or threatened against the SUBRECIPIENF.
None of the provisions herein contravene or are in conflict with the authority under which SUBRECIPIENT is
doing business or with the provisions of any existing indenture or agreement of SUBRECIPIENT.
SUBRECIPIENT 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 ofSUBRECIPIENT are subject to any lien or encumbrance of any character, except for current
taxes not delinquent, except as shown in the financial statements furnished by SUBRECIPIENT 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.
C
D.
E
F.
G.
15. COVENANTS
During the period of time that payment may be made hereunder and so long as any payments remain unliquidated,
SUBRECIPIENT shall not, without the prior written consent of the Director of Community Services or her
authorized representative:
( 1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of SUBRECIPIENT
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 SUBRECIPIENT which are allocated to the performance of this
Agreement and with respect to which CITY has ownership hereunder.
(2) Sell, assign, pledge, transfer, or otherwise dispose of accounts receivables, notes, or claims for money due or
to become due
(3) Sell, convey, or lease all or 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
SUBRECIPIENT by CITY, unless CITY authorizes such transfer in writing.
SUBRECIPIENT agrees, upon written request by CITY, to require its employees to attend training sessions
sponsored by the Community Development Division.
A.
B.
16. INSURANCE
SUBRECIPIENT 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 SUBRECIPIENT, CITY
may, at its sole discretion, approve alternate insurance coverage arrangements.
SUBRECIPIENT 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.
SUBRECIPIENT will maintain adequate and continuous liability insurance on all vehicles owned, leased, or
operated by SUBRECIPIENT. All employees of SUBRECIPIENT 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
Page 9 of 20
A.
B.
C.
D
DocuSign Envelope ID: 3743D188-22DB4861.8677-094E949608F8
insurance. Evidence of the employee’s current possession of a valid license and insurance must be maintained on
a current basis in SUBRECIPIENT’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 SUBRECIPIENT.
The policy or policies of insurance shall contain a clause which requires that CITY and SUBRECTPIENT be
notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation.
E.
F.
17. CIVIL RIGHTS / EQUAL OPPORTUNITY
A. SUBRECTPIENT shall comply with all applicable equal employment opportunity and affirmative action laws or
regulations. The SUBRECIPIENT shall not discriminate against any employee or applicant for employment
because of race, color, creed, religion, national origin, gender, age, or disability. The SUBRECIPIENI will take
affirmative action to ensure that all employment practices are free from such discrimination. Such employment
practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship.
B. SUBRECIPIENT shall comply with all applicable equal employment opportunity and affirmative action laws or
regulations, The SUBRECIPIENT 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 of the Housing
and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the
Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and
Executive Order 11246 as amended by Executive Orders 11375 and 12086.
C. SUBRECIPIENT will furnish all information and reports requested by the CITY, and will permit access to its
books, records, and accounts for purposes of investigation to ascertain compliance with local, state, and Federal
rules and regulations.
D. In the event of SUBRECIPIENT’s non-compliance with the non-discrimination requirements, CITY may cancel
or terminate the Agreement in whole or in part, and SUBRECIPIENT may be barred from further contracts withCITY
18. PERSONNEL POLICIES
Personnel policies shall be established by SUBRECIPIENT and shall be available for examination. Such personnel
policies shall:
A. Include policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits,
vacation and sick leave privileges, and travel;
B. Be in writing; and
C. Be approved by the governing body of SUBRECIPIENT.
19. CONFLICT OF DfTEREST
SUBRECIPIENT 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. SUBRECIPIENT further covenants that in the performance of this Agreemenl
no person having such interest shall be employed or appointed as a member of its governing body.
SUBRECIPIENT 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.
Page 10 of 20
A
B
DocuSign Envelope ID: 3743D188-22DB4861-8677.094E949608F8
C. No officer, member, or employee of CITY and no member of its governing body who exercises any function or
responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate
in any decision relating to the Agreement which affects his or her personal interest or the interest in any
corporation, partnership, or association in which he or she has a direct or indirect interest.
20. NEPOTISM
SUBRECIPIENT 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 SUBRECIPIENT or is a member of SUBRECIPIENT’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 advanced pursuant to this Agreement, nor any personnel who may be employed by the
SUBRECIPIENT with funds advanced pursuant to this Agreement shall be in any way or to any extent engaged
in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code.
The SUBRECIPIENT 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 actrvltles.
The SUBRECIPIENT 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 SUBRECIPIENT connected with any activity that is funded in whole or in part by
funds provided to SUBRECIPIENT 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, SUBRECIPIENT shall publicize the activities conducted by SUBRECIPIENT
under this Agreement that the U.S. Department of Treasury American Rescue Plan Act fbnding through 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 published material submitted under this project shall include the following reference on the front cover or
title page:
This document is prepared in accordance with the City of Denton’s American Rescue Plan Act Grant
Program, with funding received from the United States Department of Treasury.
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
SUBRECIPIENT shall become the property of CITY upon receipt.
Page 11 of 20
A.
B.
C.
D
DocuSign Envelope ID: 3743D18&22DB-+861-8677{)94E949608F8
23. C]RANGES AND ABmNDMENTS
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.
SUBRECIPIENT may not make transfers between or among approved line items within budget categories set
forth in Exhibit B without prior written approval of CITY. SUBRECIPIENT 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 designate may authorize minor amendments to the approved Scope of Work in Exhibit A
and 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 accordance with Federal Law. Such minor amendments may not increase the
overall funding set forth in Exhibit B, extend the term, or otherwise alter the performance obligations of
SUBRECIPIENT, 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 SUBRECIPIENT’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.
SUBRECIPIENT 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.
SUBRECIPIENT 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.
A.
B.
C.
D.
E.
F
G.
H
1.
24. SUSPENSION OF FUNDUVG
Upon determination by CITY of SUBRECIPIENT’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 SUBRECIPIENT, withhold further payments to
SUBRECIPIENT. Such notice may be given by mail to the Executive Officer and the Board of Directors of
SUBRECIPIENT. 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, SUBRECIPIENT may be restored to full compliance status and paid all eligible funds withheld or
impounded during the suspension period. If however, CITY determines that SUBRECIPIENT has not come into
compliance, the provisions of Section 25 may be effectuated.
25. TERMINATION
A. CITY may terminate this Agreement for any of the following reasons or for other reasons not specifically
enumerated in this Section:
Page 12 of 20
DocuSign Envelope ID: 3743D188-22DB4861-8677-094E949608F8
(1) SUBRECIPIENT’s failure to attain compliance during any prescribed period of suspension as provided in
Section 24.
(2) SUBRECIPIENT’s failure to materially comply with any of the terms of this Agreement.
(3) SUBRECIPIENT’s violation of covenants, agreements, or guarantees of this Agreement.
(4) Termination or reduction of funding by the CITY or US Department of Treasury.
(5) Finding by CITY that the SUBRECIPIENT:
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 courseof business.
(6) Appointment of a trustee, receiver, or liquidator for all or substantial part of SUBRECIPIENT’s property, or
institution of bankruptcy, reorganization, rearrangement of, or liquidation proceedings by or against
SUBRECIPIENT.
(7) SUBRECIPIENT’s inability to conform to changes required by Federal, State, and local laws or regulations
as provided in Section 5, and Section 2, of this Agreement.
(8) The commission of an act of bankruptcy.
(9) SUBRECIPIENT’s violation of any law or regulation to which SUBRECIPIENT is bound or shall be bound
under the terms of the Agreement.
CITY shall promptly notify SUBRECIPIENT in writing of the decision to terminate and the effective date of
termrnatron
CITY may terminate this Agreement for convenience at any time. If CITY terminates this Agreement for
convenience, SUBRECIPIENT 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 SUBRECIPIENT covered by the Agreement, less payments previously
made
SUBRECIPIENT may terminate this Agreement in whole or in part by written notice to CITY, if a termination
of outside funding occurs upon which SUBRECIPIENT depends for performance hereunder. SUBRECIPIENT
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 SUBRECIPIENT and the funding source in question.
SUBRECIPIENT may terminate this Agreement upon the dissolution of SUBRECIPIENT’s organization not
occasioned by a breach of this Agreement.
Upon receipt of notice to terminate, SUBRECIPIENT 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 SUBRECIPIENT or SUBRECIPIENT’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, SUBRECIPIENT shall not be
relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by
SUBRECIPIENT, and CITY may withhold any reimbursement to RSUBECIPIENT until such time as the exact
amount of damages due to CITY from SUBRECIPIEIVF is agreed upon or otherwise determined.
B.
C.
D.
E.
F
Page 13 of 20
DocuSign Envelope ID: 3743D188-22DB4B61-8677-094E949608F8
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 SUBRECIPIENT, SUBRECIPIENT 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.
27. INDEMVIFICATION
It is expressly understood and agreed by both parties hereto that CITY is contracting with SUBRECIPIENT as
an independent contractor and that as such, SUBRECIPIENT 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 employee, agent
contractor, subcontractor, or representative of SUBRECIPIENT.
SUBRECIPIENT agrees to provide the defense for, and to indemnify and hold harmless CITY, its officers,
elected and appointed officials, agents, employees, and contractors from any and all claims, suits, causes of
action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use 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
As stated in 24 CFR Part 5.109, no organization will be prohibited from participating in activities supported by
CITY funding including programs that make funds available through contracts, grants, or cooperative
agreements. SUBRECIPIENT 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 SUBRECIPIENT organizations’
programs .
Faith based organizations that carry out programs or activities with direct Federal financial assistance from HUD
are required to provide written notice of certain protections to beneficiaries and prospective beneficiaries.
Specifically, such organizations are required to give notice to beneficiaries that:
1. The organization may not discriminate against a beneficiary or prospective beneficiary based on religion, a
religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice;
2. The organization may not require a beneficiary to attend or participate in any explicitly religious activities
that are offered by the organization, and any participation by the beneficiary in such activities must be purely
voluntary; and
3 . The organization must separate, in time or location, any privately funded explicitly religious activities from
activities supported by direct Federal financial assistance; and
A.
B
Page 14 of 20
DocuSign Envelope ID: 3743D188-22DB4861-8677-094E9496a8F8
4.
5.
6.
If a beneficiary objects to the religious character of the organization, the organization must undertake
reasonable efforts to identify and refer the beneficiary to an alternative provider to which the beneficiary has
no such objection;
A beneficiary or prospective beneficiary may report an organization’s violation of these protections, including
any denials of services or benefits by an organization, by contacting or filing a written complaint to HUD or
the intermediary administering the program, if applicable.
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.
Faith-based organizations that carry out a program or activity with direct Federal financial assistance from
HUD are to promptly undertake reasonable efforts to identify an alternative provider if a beneficiary or
prospective beneficiary objects to the religious character of the organization, and to refer the beneficiary or
prospective beneficiary to an alternative provider to which the beneficiary or prospective beneficiary has no
such objection.
7.
29. MISCELLANEOUS
SUBRECIPIENT 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 documentation to any proposal, content of
basic proposal, or contracts and any responses, inquiries, correspondence, and related material submitted by
SUBRECIPIENT shall become the property of CITY upon receipt.
Debarment: SUBRECIPIENT 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
programs under Executive Order 12549 and 24 CFR Part 24.
In no event shall any payment to SUBRECIPIENT 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
SUBRECIPIENT. 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 hereuhder, which rights, powers, privileges,
or remedies are always specifically preserved. No representative or agent of CITY may waive the effect of this
provISIon.
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 partieshereto pertaining to the interpretation
or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances, or regulations, CITY
A.
B
C.
D.
E
F.
G
Page 15 of 20
DocuStgn Envelope ID: 3743D188-22D&4861-8677-094E949608F8
as the party ultimately responsible to U.S. DEPARTMENT OF Treasury for matters of compliance, will have the
final authority to render or to secure an interpretation.
If SUBRECIPIENT provides services to the homeless it is required to:
( 1) Report homeless data to the Homeless Management Information System mIS). HMIS is a countywide data
management tool designed to facilitate data collection in order to improve human service delivery throughout
Denton County. Participation in WIS 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 fbnds.
(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 SUBRECIPIENT is encouraged to work in
partnership with fellow service providers to improve efficiency and effectiveness,
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:
H.
I
TO CITY:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
TO SUBRECIPIENT:
Health Services of North Texas, Inc.
Attn: Executive Director/CEO/Commander
4401 N. 1-35, Suite 3 12
Denton, TX 76207
w/ a copy to:
City Attorney
215 E. McKinney
Denton, TX 76201
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 competent jurisdiction sitting in Denton County, Texas.
IN WITNESS OF WHICH thi, M,em,„th,s b„. ,x„„t,d „ ,fth,]£d,y,fIUa2022
Page 16 of 20
DocuSign Envelope ID: 3743D188-22DB4861-8677-094E949608F8
CITY OF DENTON:HEALTH SERVICES OF NORTH TEXAS,
WBYmENSnE
DoeuSlgned by:
BY:h&
CITY MANAGER TITLE. chlef Executlve officer
ATTEST:ATTEST:
MLb@cDocuSlgn•d by:
DCPIay CITY SECRETARY Board Presldent
,\\11111111APPROVED AS TO LEGAL FORM:
gaga-Digitally signed by Scott
BrayDate: 2022.10.03 09:58:30
-05'OO'BY:
MACK REINWAND,CITY ATTORNEY
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operationalobligations and business terms
Director of Community Services
Title
Community Services
Department
10/3/2022Date Signed:
Page 17 of 20
DocuSign Envelope ID: 3743D188-22DB4861.8677-094E949608F8
Exhibit A
Scope of Services
The Scope of Services under this Agreement shall be as follows:
SECTION I – SERVICE GOAL
SUBRECIPIENT assists the City of Denton to meet the public health and economic needs of those impacted by
the pandemic, as outlined in the State and Local Fiscal Recovery Funds Final Rule.
SUBRECIPIENT shall provide: Primary Care for Patients in Poverty–low-cost, sliding scale fee services for
patients of all ages, including women's health & prenatal care. Services include treatment for acute & chronic
physical and behavioral conditions, immunization$ well visits, care management, and access to specialty care. The
program will be operated at 4304/4308 Mesa; 306 N. Loop 288, Ste 200; and 3537 S 1-35. Ste 210, Denton, Texas.
The program will operate 8:00 AM to 5:00 PM Monday-Friday.
{'r + + iISECTION II – OUTCOMES
Tracking outcome measures will be a tool by which the CITY and the RECIPIENT can measure services delivered '
and performance under this agreement.
tI Bt : 11 if, ,
RECIPIENT provides benefits to the citizeris of the City of Denton through these outcomes:
87% of patients will havdthei-r Body' Mass In'dFX (BMI) calculated within the last six months and, if they
were overweight or undfrwejg%]We;,a follow-_up plan documented to support improved health outcomes
and a healthy BMI. : : %<!,#e+63% ,f ,d„lt di,b,ti, p&i,„I, qB#lhI’; HtM_II level le„ than 9 t, reduce p,tenti,1 G,mpH„ti,., fr,mthis condition. Z ; \i
60% of adult hypertensive’ patieritg will have a blood pressure measurement < 140 / 90 mmHg to reduce
potential of complications from thig pondition
SECTION II – UNIT OF SERVICE
A unit of service will be the tool by which the CITY and the SURECIPIENT can measure services and performance
under this Agreement. The total number of units of service required constitutes the performance target for the
SUBRECIPIENT under this Agreement. A unit of service shall be defined as services provided to an eligible low to
moderate-income person or other presumed benefit category as defined, who is a resident of the City of Denton.
Total Number ofUnduplicated Clients
Agency: 17,000 Program: 300
Total Number ofUnduplicated Clients City of Denton Only:
Agency: 6,200 Program: 300
Service Unit 1:
Unit of Service: Medical visit (portion of a fee for service)
Total Clients: 300
Total Units Delivered: 375
Page 18 of 20
DocuSign Envelope ID: 3743D188-22DB4861-8677-094E949608F8
Unit of Service Cost: $75,000.00
Cost per Client: $250.00
Cost per Unit: $200.00
Page 19 of 20
DocuSign Envelope ID: 3743D18&22DB4861-8677-094E949608F8
Exhibit B
Budget
SUBRECIPIENT 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
SUBRECIPIENT’s costs attributable to the work performed as stated herein, or sum of Seventy-Five Thousand
Dollars and no/100 ($75,000.00).
Allowable Expenditure
-miafc-aon of fees for service)
Total
$75,000.00
$75,000.00
SUBRECIPIENT 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. SUBRECIPIENT will submit
monthly reimbursement requests as provided in this Exhibit B and in this Agreement.
Reimbursement requests must include (list items/backup required with Request for Payment)
All Agencies:
1. Cost Allocation Plan prior to their first Request for Reimbursement
1. Client List, numbered with unique identifier (at least quarterly)
2. Other documentation may be requested to support any cost allocation reimbursements
For Agencies Seeking Salary reimbursements:
1. Copy ofTimesheet signed by staff member AND supervisor
1. Copy ofPaystub with payroll detail. Payroll register accepted if provided by third party vendor.
2. City of Denton Salary Ledger Sheet
For Agencies seeking cost reimbursement for purchase of Goods or Services:1. Invoice/Receipt
1. Proof of payment (copy of check with check number or bank statement)
Page 20 of 20
[k>cuSign
Certificate Of Completion
Envelope Id: 3743D18822DB48618677094E949608F8
Subject: 2022-23 Health Services of North Texas, Inc. Service Agreement
Status: Completed
Source Envelope:
Document Pages: 20 Signatures: 3
Certificate Pages: 5
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Initials: 0
Envelope Originator:
Lauri Nack
901B Texas Street
Denton, TX 76209
Lauri.Nack@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
10/3/2022 3:10:05 PM
Holder: Lauri Nack
Lauri.Nack@cityofdenton.com
Location: DocuSign
Signer Events
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Director of Community Services
Security Level: Email, Account Authentication(None)
Signature Timestamp
Sent: 10/3/2022 3:13:45 PM
Viewed: 10/3/2022 4:13:54 PM
Signed: 10/3/2022 4:14:21 PM
Signature Adoption: Pre-selected Style
Using IP Address: 107.219.95.5
Signed using mobile
Electronic Record and Signature Disclosure:Accepted: 10/3/2022 4:13:54 PMID: 3f9754af-4088-4387-81d4-2f64dc265b2f
Doreen Rue
drue@healthntx.org
Chief Executive Officer
Health Services of North Texas
Security Level: Email, Account Authentication
(None)
Sent: 10/3/2022 4:14:23 PM
Viewed: 10/5/2022 1:56:54 PM
Signed: 10/5/2022 1 :58:45 PM
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.136.88
Electronic Record and Signature Disclosure:Accepted: 10/5/2022 1 :56:54 PMID: a209d8c7-faOdJ13bf-945b-af38f664e61 8
Dale Tampke
daletampke@gmail.com
Board President
Health Services of North Texas
Security Level: Email, Account Authentication(None)
'DocuSi8n•d by:
I pac %hrh'060CBIACB3084F6.
Sent: 10/5/2022 1:58:47 PM
Viewed: 10/5/2022 4:53:32 PM
Signed: 10/5/2022 4:54:03 PM
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.200.125
Signed using mobile
Electronic Record and Signature Disclosure:Accepted: 10/5/2022 4:53:32 PMID: 90c50ff9-a4ac-4772-bcb9-5bf05bc52a78
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status
Status
Timestamp
Certified Delivery Events Timestamp
Carbon Copy Events
Lauri Nack
lauri.nack@cityofdenton.com
City of Denton - Community Services
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 10/5/2022 4:M:05 PM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
10/3/2022 3:13:45 PM
10/5/2022 4:53:32 PM
10/5/2022 4:54:03 PM
10/5/2022 4:54:05 PM
Envelope Sent
Certified Delivered
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Signing Complete
Completed
Payment Events Status Timestamps
Electronic Record and Signature Disclosure -J
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Danielle Shaw, Doreen Rue, Dale Tampke
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign ’Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Ol lting Systems:
Browsers (for SENDERS
Browsers (for SIGNERS)
r
Internet Explorer 6.0? or above
mlet Explorer 6.0?, Mozilla FireFox 1.0NetScape 7.2 (or above
Access to a valid email account
x
Email:
Screen Resolution
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTtP 1.1 settings via'roxy connectron
## These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
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