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23-1196FILE REFERENCE FORM as-\ \ q6 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S)Date Initials \gBa ORDINANCE NO. 23- 1196 AN ORDINANCE BY THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE TWENTY-NINE (29) AGREEMENTS FOR FUNDING UNDER THE ARTSAND CULTURAL RELIEF GRANT PROGRAM FUNDED BY AMERICAN RESCUE PLAN ACT (ARPA) STATE AND LOCAL FISCAL RECOVERY FUNDS (SLFRF),PROVIDING FINANCIAL SUPPORT TO LOCAL ARTISTS, MUSICIANS. ANDCULTURAL ORGANIZATIONS IN THE TOTAL AMOUNT OF 8457,425 FOR THEPROGRAM YEAR STARTING JULY 1, 2023 AND ENDING JULY 31. 2024; ANDPROVIDING AN EFFECTIVE DATE. WHEREAS, on March 11, 202 1, the American Rescue Plan Act was signed into law and established the Coronavirus State Fiscal Recovery Fund and Coronavirus Local Fiscal Recovery Fund also known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program;and WHEREAS, the purpose of SLFRF is 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 City was allocated $23,290,000 which was received in two tranches; and WHEREAS, on July 27, 2021, the City Council approved one-time funding in grant assistance for the arts and culture sector; and WHEREAS, on September 21, 202 1, the City Council adopted Ordinance No. 2 1-1986 which authorized the creation and expenditure of funds for the purposes authorized by the SLFRF program;and WHEREAS, on March 21, 2023, the City Council adopted Resolution No. 23-54 which approved the Art and Cultural Relief Grant Program; and WHEREAS, the City received applications from March 27, 2023 to April 21, 2023; and WHEREAS, the City reviewed the applications for eligibility and is recommending twenty- one (2 1) individual and eight (8) organization awards; and WHEREAS, the City Council finds it in the public interest to authorize the City Manager, to execute the agreement(s) for the Arts and Cultural Relief Grant Program for the program year July 1, 2023 to July 3 1, 2024 funding period; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute the agreement(s) between the City of Denton and the recipient(s) referenced herein for the Arts and Cultural Relief Grant Program, under the terms and conditions contained in the agreement(s), a copy of which is attached hereto and made a part hereof: Recipient Name Individual Individual Organization Organization Individual Individual Individual Individual Individual Organization Organization Individual Individual Individual Individual Individual Individual Individual Individual Individual Individual Individual Individual Organization Individual Organization Organization Individual Individual Organization or Organization Award Amount Brandon Taylor Denton Black Film Festival Institute $ 15,000.00 $25,000.00 $25,000.00 $15,000.00 $ 14,250.00 $15,000.00 $15,000.00 $ 15,000.00 $9,160.00 $25,000.00 $15,000.00 $2,250.00 $15,000.00 $1,250.00 $14,965.00 $13,450.00 $15,000.00 $ 14,600.00 $ 14,500.00 $ 15,000.00 $15,000.00 $ 15,000.00 $25,000.00 $3,000.00 $25,000.00 $25,000.00 $ 15,000.00 $15,000.00 $25,000.00 $457,425.00 Real Waves Radio Network Jasmine Willis William Hensley Dan Black Todd Little Ur an Khajehzadeh e Institute for Creative Music Cassie Arnold Madelyn Grays r Maria Plagge Elizabeth McNutt Frederick Nichelson Sarah Alexander Sarah Black Dave Meder William Frenkel Christopher Meerdo Sarah Leal Explorium Denton Lily Sloan Denton Community Market Festival Foundation Christopher Curcuruto a ougovito Texas Filmmakers Corporation TOTAL Page 2 of 3 SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. Th, m,ti,. t, ,pp„„, thi, O,di„,„„ w„ m,d, by a>,1,_ Bel tC and seconded by Ru \ h< 1 +z,/ . This Ordinance was passed and approved by the following vote n-lt : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: J-L J b/ ,/ ./ ––,L PASSED AND APPROVED this the 27''2023 ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY APPROVED AS TO LEGAL FORM:MACK REINWAND CITY ATTORNEY Page 3 of 3 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS ANDSUBRECIPIENT. PROVIDNG FOR THE PAYMENT AND USE OF AMERICAN RESCUE PLAN ACT FUNDING 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 Subrecipient Name., Address, hereinafter re- ferred to as ’'SUBRECIPIENT." WHEREAS, the American Rescue Plan Act of 2021, also called the COVID-19 Stimulus Package or American Res- cue 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 eco- nomic 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 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 funds to SUBRECIPIENT to ac- complish the purpose of supporting individuals and organizations in the arts, music, and culture sector in accordance with the American Rescue Plan funding objectives; WHEREAS, the qualified individuals and organizations are awarded subawards of SLFRF funds where all compli- ance requirements for use of SLFRF funds and any and all reporting requirements for expenditures of SLFRF funds apply; and WHEREAS, CITY has designated the Grant Management Office 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 July 1, 2023, and shall terminate at midnight on July 31, 2024, unless sooner terminated in accordance with Section 19 “Termination.” However, the program period shall commence on or as of July 1, 2023 and terminate at midnight on June 30, 2024. Only those expenditures authorized by this Agree- ment, which are actually incurred during the program period, for events and activities taking place within the program period, are eligible for funding under this Agreement, and any ineligible expenditures or unspent funds shall be for- feited to CITY upon termination of this Agreement. Page 1 of 16 2. RESPONSIBILITIES SUBRECIPIENT hereby accepts the responsibility for the performance of all services and activities described in the Eligible Expense for Use 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 the individual SUPRECIPIENT or the organization’s SUBRECIPIENT director to be SUBRECIPIENT’s representative responsi- ble for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from SUBRECIPIENT and approved by CITY. The CITY’s Grant Administrator will be CITY’s representative responsible for the administration of this Agreement.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. 3. REPRESENTATIONS A. 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. B. The 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 provi-sions 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 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. D. SUBRECIPIENT agrees that the funds and resources provided SUBRECIPIENT under the terms of this Agree- ment 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. 4. OBLIGATIONS In consideration of the receipt of funds from the US Treasury Department, 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 Eligible Expenses for Use herein attached as Exhibit A and incorporated herein by reference. 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 written award total– $ B. Measure of Liability. In consideration of full and satisfactory performance of the services and activities hereun- der 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 certi- fication 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 Page 2 of 16 (1) The parties expressly understand and agree that CITY’s obligations under this Section are contingent upon the actual receipt 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 funds 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, 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) is not an allowable cost as defined by Section 8 of this Agreement or in the Budget set forth in ExhibitB (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 budget 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) Written award ($) may be paid to SUBRECIPIENT by CITY, and the only expenditures reimbursed from these funds shall be those in accordance with the Budget, set forth in Exhibit B, for those services described in the Eligible Expense for Use, Exhibit A, as provided herein. 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 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) SUBRECIPIENT will permit authorized officials of CITY to review its books at any time. (4) SUBRECIPIENT will not enter into any contracts that would encumber CITY funds for a period that would extend beyond the term of this Agreement. (5) 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 Grant Management Office for further direction. (6) SUBRECIPIENT will appoint a representative who will be available to meet with CITY officials when re- quested (7) 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. (8) SUBRECIPIENT will submit to CITY copies of year-end audited financial statements. C. 5. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS Page 3 of 16 A. B. C. 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 Man- agement 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements forFederal 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 SUBRECIPIENT retains 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 19 of this Agree- ment D. E. 6. PERFORMANCE BY SUBRECIPIENT SUBRECIPIENT will provide, oversee, administer, and carTy out the activities and services set out in the Eligible Expenses of Use described in Exhibit A, utilizing the funds described in Exhibit B, deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions, and requirements of this Agreement. No modifications or altera- Hons may be made in the Eligible Expenses for Use or Budget without the prior written approval of the CITY’s Director of Community Services. 7. PAYMENTS Payment to SUBRECIPIENT. The CITY shall pay to SUBRECIPIENT a maximum amount of money not to exceed Written award – $ under this Agreement. The award will be made in two payments equal to 50% of the fixed contract amount. The first payment shall be paid no later than 30 days from the contract date of execution. Payment will be issued as described in Exhibit B The second payment shall be paid upon receipt of the required reports outlined in Section 9 of this Agreement. Payment will be issued as described in Exhibit B. Funds are to be used for the sole purpose of providing the services described in the Eligible Expenses of Use in Exhibit A and based on the Budget in Exhibit B. 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 as a result of any auditing or monitoring by CITY or any other Federal agency, SUBRECIPIENT will refund such amount to CITY within ten working days of a written Page 4 of 16 A. B. C. D. E. F. G 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. Obligation 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 funds. (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 ftmds 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 this Agreement, within 15 working days following the close of the Agreement period. H. 1. J. 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 and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B. 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 to be considered allowable costs: a. CITY funds used to pay for any contract service extending beyond the expiration of this Agreement. b. Any alterations or relocation of the facilities on and in which the activities specified in Exhibit B are conducted; c. Any alterations, deletions, or additions to the Budget detail incorporated in Exhibit B; 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. The purchase of real property is not an allowable cost under this agreement. A. B. C. D. E. 9. 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 financial reports to CITY no less than once every contract quarter, and SUPRECIPIENT shall submit performance reports to CITY no less than once every six months. The term “contract quarter” shall refer to any quarter of the year in which this Agreement is in force. Contract quarters will end September 3 1 “, December 3 1 st, March 3 1 “, Page 5 of 16 and June 30th. The financial report shall include information and data relative to all expenditures as of the commence- ment date specified in Section 1 of this Agreement. The performance report shall detail the progress and completion of events and activities as outlined in the Eligible Expenses for Use, and other information required by CITY. Both the financial and performance reports will be in a form determined or approved by the City. 10. MONITORING AND EVALUATION SUBRECIPIENT agrees to participate in a monitoring and evaluation system whereby the services can be continu- ously 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 Eligible Expenses for Use which are attached hereto as Exhibit A, as well as other pro- visions 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 and financial reports to be submitted in the schedule published by the CITY’s Grant Manage- ment Office. Reports shall include such information as requested by the CITY’s Grant Management Office. Financial reports shall be due to CITY within 15 working days after the completion of each contract quarter. The financial report shall include a reporting of all expenses and copies of receipts or invoices for each expenditure. Performance reports are due on January 31, 2024 and June 30, 2024. (3) An explanation of any major changes in business operations. E. If any quarterly financial report or semi-annual performance report is not received within thirty (30) days of the end of the applicable contract quarter, the SUBRECIPIENT may be held in breach of this Agreement. CITY may withhold payment(s) until the appropriate reports are received and approved, which approval shallnot be unreasonably withheld. 11. 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 per- taining 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. A B Page 6 of 16 C. D. 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. 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 as well as any other meeting of any con- stituency of SUBRECIPIENT, at which this Agreement or any matter subject to this Agreement shall be considered. 12. 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. B. Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accu- rate, and fairly reflect the financial condition ofSUBRECIPIENT 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.C. No litigation or legal proceedings are presently pending or threatened against the SUBRECIPIENT. D. 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. E. 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. F. None of the assets ofSUBRECIPIENT is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by SUBRECIPIENT to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. 13. 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 B 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. A. B. C Page 7 of 16 D.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 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 SUBRECIPIENT be notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation. E. F. 14. CIVIL RIGHTS / EQUAL OPPORTUNITY SUBRECIPIENT 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 on the basis of race, color, national origin, age, religion, disability, sex, sexual orientation, or gender identity. 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 1 973, the Amen icans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 1 1246 as amended by Executive Orders 11375 and 12086. 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 A. B. C. 15. CONFLICT OF INTEREST 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 per- formed under this Agreement. SUBRECIPIENT 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. SUBRECIPIENT further covenants that no member of its governing body or its staff, subcontractors, or employ- ees 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 corpo- ration, partnership, or association in which he or she has a direct or indirect interest. A. B. C. 16. POLITICAL OR SECTARIAN ACTIVITY A. 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. Page 8 of 16 B. C. The SUBRECIPIENT is prohibited from using funds provided herein or personnel employed in the administra- tion of the program for: political activities; sectarian or religious activities, lobbying, political patronage, or nep-otlsm activitIes. The SUBRECIPIENT agrees that none of the funds or services provided directly or indirectly under this Agree- ment 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 pro- vided 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 D and if necessary, the Disclosure of Lobbying Activities provided by the CITY. D. 17. 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 funding 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 Pro- gram, with funding received from the United States Department of Treasury. D. 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; provided, however, that SUBRECIPIENT shall retain sole and exclusive ownership over all materials, documents, and any other property, tangible or intangible, which is (1) held, owned, created, or used by SUBRECIPIENT prior to the date hereof or (2) held, owned, created, or used by SUBRECIPIENT for SUBRECIPIENT’s organizational or business purposes, independent of the SUBRECIPIENT'S obligations to the CITY hereunder. For exam- pIe, SUBRECIPIENT’S promotional materials for future arts exhibits and programming unrelated to SUBRECIPIENT'S administration of this Agreement, and SUBRECIPIENT'S schedule of memberships and membership criteria, and any publication thereof by SUBRECIPIENT on its website or elsewhere, shall re- main the sole and exclusive property of SUBRECIPIENT. . A. B. C. 18. 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. 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 Page 9 of 16 A. B revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obli- gation 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 Eligible Expenses for Use 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 incor- porated in a written amendment hereto, as provided in Subsection A of this Section. SUBRECIPIENT agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least 10 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. C. D. E. F. G. H. 19. TERMINATION CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not spe- cifically enumerated in this Section: (1) SUBRECIPIENT’s failure to materially comply with any of the terms of this Agreement. (2) SUBRECIPIENT’s violation of covenants, agreements, or guarantees of this Agreement. (3) Termination or reduction of funding by the CITY or US Department of Treasury. (4) 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 (5) 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 againstSUBRECIPIENT. (6) 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. (7) The commission of an act of bankruptcy. (8) SUBRECIPIENT’s violation of any law or regulation to which SUBRECIPIENT is bound or shall be bound under the terms of the Agreement. A Page 10 of 16 B. C. CITY shall promptly notify SUBRECIPIENT 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 con- venience, 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 com- pensation exceed an amount which bears the same ratio to the total compensation as the services actually per- formed bears to the total services ofSUBRECIPIENT 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 Rmding 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 out- standing 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, encum- brances, or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this Section. SUBRECIPIENT shall provide CITY within 30 days, a full accounting of all expenditures not previously audited by the City and that have occurred since the last required reporting period. SUBRECIPIENT shall return any unused funds, or funds determined to be ineligible or used improperly within 30 days of termination date. 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 SUBRECIPIENT until such time as the exact amount of damages due to CITY from SUBRECIPIENT is agreed upon or otherwise determined. D. E. F. G. 20. 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. 21. INDEMNIFICATION 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 A Page 11 of 16 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 ac- tion, demands, damages, losses, attorney fees, expenses, claw back claims aom the U.S. Department of the Treas- uw 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. B. 22. 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 pro- grams 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 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, rec- orded 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 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. 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 andaddresses set forth below: A. B. C. D. E. F. G. H Page 12 of 16 TO CITY: City Manager TO SUBRECIPIENT : NAME City of Denton 215 E. McKinney ADDRESS Denton, Texas 7620 1 w/ a copy to: City Attorney 215 E. McKinney Denton, TX 76201 1. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litiga-tion concerning this Agreement shall be in a court competent jurisdiction sitting in Denton County, Texas. IN WITNESS OF WHICH this Agreement has been executed as of the 2023 day of ) CITY OF DENTON:NAME BY: SARA HENSLEY,CITY MANAGER BY: TITLE: ATTEST: BY: JESUS SALAZAR, INTERIM CITY SECRETARY Page 13 of 16 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationalobligations and business termsAPPROVED AS TO LEGAL FORM: BY: MACK REINWAND, CITY ATTORNEY Signature CHIEF FINANCIAL OFFICERTitle FINANCE Department Date Signed Page 14 of 16 Exhibit A Eligible Expenses for Use The Eligible Expenses for Use under this Agreement shall be as follows: • • • • • • Salary and Benefits Rent and Mortgage Payments Professional Services – Paid services for artists, musicians, performers, training, and developmentfees for programs of classes Technology and Software updates/upgrades used to host virtual events Equipment and Supplies Marketing and Advertising Page 15 of 16 Exhibit B Budget SUBRECIPIENT shall use the award funding on eligible expenses listed in this Agreement within the monetary limits attached hereto and incorporated by reference herein. In no event shall compensation to the SUBRECIPIENT exceed the lesser of the SUBRECIPIENT’s costs attributable to the work performed as stated herein, or sum of Written award $total Total SUBRECIPIENT will receive payment on the following schedule: 1. First payment will be made no later than 30 days from the contract date of execution. 2. Second and final payment will be made within 30 days of receipt and approval of the second contract quarter financial report and the first semi-annual performance report due January 31, 2024. Expenditure reports must include: 1 2. 3 4 Copy oftimesheet signed by staff member and supervisor paid with funding. Copy of paystub with payroll detail for staff member(s) paid with funding. Payroll register accepted if provided by third party vendor. Copy of invoice for purchases made with funding. Proof of payment (copy of check and/or receipt showing paid) for purchases made with funding. Page 16 of 16