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23-997
ORDINANCE NO. 1D 23-997 AN ORDINANCE OF THE CITY OF DENTON AUTHORLZING THE CITY MANAGER TOEXECUTE A FUNDING AGREEMENT BETWEEN THE CITY OF DENTON AND OURDAILY BREAD, INC. FOR THE PAYMENT AND USE OF AMERICAN RESCUE PLANACT FUNDING; PROVIDING FOR THE EXPENDITURE OF FUNDS IN AN AMOUNTNOT TO EXCEED $1,295,000; 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 (ARPA) 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 Coronavirus pandemic has exacerbated housing insecurity and SLFRF recognizes low-income households as disproportionately impacted; and WHEREAS, the City allocated $1,295,000 ARPA SLRF funding to support the management and operations of the Denton Community Shelter that provides access to temporary housing and supportive services that assist with obtaining economic stability; and WHEREAS, the Community Services Department is designated as the department 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 Agreementin support of 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 designee, is hereby authorized to execute an agreement between the City of Denton and Our Daily Bread, Inc. for the payment and use of ARP SLFRF grant funding, under the terms and conditions contained in the agreement, a copy of which is attached hereto and made a part hereof. SECTION 3. The City Manager or their designee is hereby authorized to expend ARP SLFRF funds in an amount not to exceed $1,295,000 in the manner specified in the Agreement, and to take any other actions 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 underthe Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage andapproval. S e C 0 n d erEy mi t: ==nA : aT P rRII):Chj : : r d i ? aT FH1HAFF): Tm;TeXdihIt = IEIa : approved: :the following vote U -a : 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: JJ ,/ ./J ,'/ ,/ PASSED AND APPROVED this the b SI day of bus,,JI . 2023 GE;a’a I n ][V1[ JrEIIIL 11)(pr 1(1FFFHAH) ]8:11L ATTEST: JESUS SALAZAR, CITY SECRETARY L\\ \tI11 11111 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY .„IeeE DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 SERVICE AGREE;MEbrF BETWEEN THE CITY OF DENTON, TEXAS AND OUR DAILY BREAD, INC.PROVIDING FOR THE PAYMENT AND USE OF AMERICAN RESCUE PLAN ACT FUNDING This Agreemart is hereby entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, hereinafter refewd to as "CITY,” and Our Daily Bread, Inc., 909 North Loop 288 Denton, Twas 76201, hereinafter referred to as "SUBRECIPIENT." WHEREAS, the Amorican 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 pub]ic sector revenue loss, invest in water and sewer infrastructure, address negative eco- nomic impacts, offer prcmium pay for essential workers, and invest in broadband inaastructure; and WHEREAS, CITY has racivcd certain funds from the U.S. Department of Treasury under the Annrican Rescue Plan’s State and Ix)cal 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 provida certain qualified non-profits funds to accomplish the purpose of providing programs and services is in the public interest and in accordance with the American Rescue Plan funding objectives; WHEREAS, CITY desires to award qualified non-profits with subawards of SLFRF funds where all comphancc nquirements for use of SLFRF funds and any and all reporting requirements for expenditures of SLFRF fUnds apply; and WHEREAS, the funding in this agreement supports operational and management services that is not already sup- ported by the CFm; and WHEREAS, the Community Services Department is designated as the department reslnnsiblc for the administrationof the Agreement and all maaers pertaining thereto; and WHEREAS, the City Council deems it in the public interest to enter into the Agreement in support of much needed swvices for Denton residents: NOW, THEREFORE, the parties hereto agree, and by the execution hereof are tx)und by the mutual obligations and to the performance and accomplishmcnt of the conditions hcrcinaftcr dcscibcd. 1. TERM This Agreement shall commence on August 1, 2023, and shaH terminate on December 31, 2026, unless sooner ter- minated in accordance with Section 25 “Termination.“ Page 1 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 2. RESPONSIBILITIES SUBRECIPIENT hereby a@opts the responsibility for thc performance of all services and activities described in the Scope of Services attached hereto as Exhibit A, and incorporated herein by nfcrcncc, in a satisfactory and efficicnt manner as determined by CITY, in accordarne with the ta-nls herein CITY will consider SUBRECIPIENT’s exec- utive officer to be StJBRECTPTENT’s representative responsible for the management of all contractual matters per- taining hereto, unless written notifIcation to the contrary is received from SUBRECIPTENT and approved by CITY. The CITY’s Director of Community Services will be CITY’s representative responsible for the administration of this Agreement Beneficiaries of the activities to be provldcd hereunder must reside in the City of Denton and SUBRECIPIENT ccrtifics that the activities carried out with these funds shall meet thc Amcrican Rcscuc Plan’s funding objectives in response to the COVID-19 emergency. SUBRECIPIENT shall provide services and/or pro- gramming for City of Denton residents as detailed in Exh1)it A Scope of Sen'ices. A B. 3. REPRESENTATIONS SUBRECiPIENF assures arxi gllarantees that it posseses the legal authority, pursuant to any proper, appropria£e, and official motion, resolution, or action passed or taken, to enter into this Agreement. 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 SUBRECIPIEN'I- to execute this Agreement on behalf of SUBRECIPIENT and to validly and legally bind SUBRECIPIENT to all terms, perfonnances, and provisions herein set forth. CITY shall have the right, at its option, to either ternporarily 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 perbrmance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for thereasons enumerated in this Section SUBRECIPIENT agrees that the funds and resources provided SUBRECIPIENF 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 havc bccn available to, or providod through, SUBRECIPIENT had this Agreement not been executed. C. D 4. SUBRECIPIENT’S OBLIGATIONS In consideration of the receipt of funds fran the CITY, the SUBRECIPIENT agrees to the following Mms andconditions: A. One Million Two Hundred Ninety-Five Thousand Dollars ($1,295,000) may be paid to SUBRECIPIENF by CITY, and the only expenditures reimbursed from these hInds shall be those in accordance with the Budget, set forth in Exhibit B, for those services described in the Soope of Services, Exhibit A, as provided herein. SUBRECIPIENT shall not utilize thae funds for any other purpose. B. SUBRECIPIENT shall submit monthly performance and expenditure reports to CITY pursuant to Section 10 of this Agreement. CITY may withhold payrnent to SUBRECIPIENT for any period for which SUBRECIPIENT has failed to submit the reports required by this Agnanent. C. SUBRECIPIENT \viII establish, qerate, 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, D. SUBRECIPIENT will permit authorized ofFicials of CITY to review its books at any time. Page 2 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 E. F. G. H 1. J. SUBRECIPIENT will reduce to writing all of its rubs, ngulatiom, and policies and file a copy with CITY's Community Development Office along with any amendments, additions, or revisions upon request. SUBRECIPIENT will not enter into any contracts that would encumtnr CITY funds for a period that would cxtard beyond the term of this Agncment. SUBRECIPIENT will promptly pay all bills when submitted unless there is a discrepancy in a bill; any enon or discrepancies in bills shall be promptly reported to CITY’s Community Development Division for further direc- tIon SUBRECIPIENT will appoint a rcpnscntative who will be available to meet with CiTY officials when requcstcd. SUBRECIPIENT \will indemnify and hold harmless CITY, its officers, elected and appointed ofFicials, agents, employees, and contractors from any and all clairas and suits arising out of the services or activities of SUBRECIPIENT, its employees, and/or contractors. 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 ordinan ws of the City of Denton. SUBRECIPIENT agrees to abide by the conditions of and comply with the requirements of the Office of Man- agernent 2 CFR Part 200, Uniform Adrninistrative Requirements, Cost Principles, and Audit Requirernents forFederal Awards SUBRECIPIENT shan give the CITY, US Deparuuent 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 SUBRECIPIENF pertaining to this Agnemart. 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 subContTactor to perform and meet the standards of this Agreement All subcontracts entered into by tIn SUBRECIPIENT will be subject to the requirements of this Agreement. The SUBRECIPIENT agrees to be responsible to CITY for the perforrnance uf any sutxontractor. SUBRECIPIENT further agrees and cenifies that if the regulations and issuances promulgated pursuant to the Act are amcndcd or rcviscd, it shall comply with thcrb, or notify CITY, as provided in Section 23 of this Agree- ment 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, udli7ing the £rnds described in Exhibit B, deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as detcrnrined solely by CITY and in accordance with all other terms, provisions, and requirements of this Agreement. No modifications or alterations may be made in the Scope of Services or Budget without the prior written approval of thc CITY’s Director of Com- munity SCIVi ms. 7. PAYMENTS Payments to SUBRECIPIENT. The CITY shall pay to SUBRECIPIENT a maximum amount of money not to exceed One Million Two Hundred Ninety-Five Thousand Dollars ($ 1,295.000) for services rendered under this Agreement. The CITY will pay these funds on a nialburscrncnt basis to SUBRECIPIENT within twenty-one days after CITY has received supporting documentation of eligible expenditures. Expewes incurred on or after A Page 3 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E.4624DF27AD37 January 1,2023 may be eligible for reimbursement. Documentation of expenditures must be submitted to the Community Development Division by the dates required by Community Dwelopnrent. Notwithstanding any other provision of the Agnemenl the total of all payments and othu obligations made or incurred by CITY hereunder shall not exceed thc sum of One Million Two Hundred Ninety-Five Thousand Dollars - Sl,295,0(D. The total amount of all reimbursements for any one-month period shall not exceed the amount listed in Exhibit A for that month’s respective year. Funds arc 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. 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 tx:on spent strictly in accordanoc with the tunIS of this Agreement; or (3) is not supported by adequate documentation to fu]ly 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 rault 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 notice to SUBRECIPI£NT, which specifies the amount disallowed' Refunds of disallowed costs may not be made from these or any funds received from or through CFFY. Reversion of Assets (1) SUBRECIPIENT, upon expiration of this Agreernent, shall transfer to the CITY any funds on hand at the timc of expiration and any accounts receivable ataibutablc 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 specinu] in Exhibit A, CITY hereby reserves the right to re-appropriate or recapturc any such under expended funds. (2) if CITY finds that SUBRECIPIEN’F is unwilling and/or unable to comply with any of the turns of this Agreement, CITY may require a refund of any and all money cxpendcd 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 lo revcn these financial assets. Contract Close Out. SUBRECiPIENT shall submit a final expenditure report, for the time period covered by the last invoice rcqtnsting re&nburserncnt of funds under this Agnernent, within 15 working days following the close of the Agreement period. The CITY may withhold payment(s) undl the appropriate and required rcporu are received and approved, which approval shall not be unreasonably withheld. Measure of Liability. (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 Agncrncnt. Ifadcquatc funds are not available to make payments undcr this Agrccmcnt, 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 purTX)ses of this Agreement are reduced, CTTY shall not be liable for fUrther lnymcntq due to STJBRECIPTENT under this Agrccmcnt B. C. D. E F G H I Page 4 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 (2) it is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City ofDwton. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed, or is subject to paymart or rcimburwment, from any other source; (b) was incurred prior to the beginning date or after the ending date speci6cd 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 Scction 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 SUBRECIP IEM 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 Agn€rnent will n\'en to the City of Dalton within 15 days from the expiration of the term for use on alternative services or projects. (7) 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, Cast PrincipIa, and Audit Requirements for Federal Awards_ 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 ofTrmsury. Costs shall be considcred allowable only if incurred dircctly and specifically in the pufommncc af and in compliance with this Agreement and in conformance with the standa yds and provisions of Exhibits A and B. SUBRECIPIENT may not expend more than 10% of the funds for any administrative costs. To the extent that SUBRECIPIENT has received funds from anuthcr municipal, state, or federal source for any purpose contemplated herein, SUBRECIPIENT shalt not expend funds paid under this Agreement in a manner that would be duplicativc of the usc of such prior funds. 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 shall not be obligated to any third parties, including any subcontractors of SUBRECIPIENF, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agrccmcn t. b. Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted; c. Any alterations, deletions, or additions to the Budget detail incorporated in Exhibit B: d. Costs or fees for temporary employees or services; c. Any fees or payments for consultant services; and f. Fees for attending out of town meetings, seminars, or conferarccs. Written requests for prior approval are SUBRECIPIENT’s responsibility and shall be made within sufTicient time to pcnnit a thorough review by CITY. SUBRECIPIENT must obtain written approval by CFFY prior to the commencement of procedures to solicit or purchase services or personal property, Any procurement or A. B. C D E. F Page 5 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 purchase which may be approved under the terrns of this Agreement must be conducted in its entirety in accordarne with the provisions of this Agreenwnt G. The purchase of real property is not an allowable cost under this agreement. A 9. PROGRAM INCOME Gererally, pro8rarn income includes, but is not limited to, income from fees for servica performed, the use or rental or real or personal property acquired under Fcck:ral awards and principal and interest on loans madc with Federal award funds. Program income don not include interest earned on advances of Federal funds, rebates, credits, discounts, or interest on rebates, credits, or discounts. Subrccipients of SLFRF funds should calculate, document and record thc organization’s program income. Additional controls that your organization should im- plement include written policies that explicitly identify appropriak allocation methods, accounting standards and principles, compliance monitoring checks for program income calculations, and records. SUBRECFPIENT 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 pnscribcd by crrY. crrY and SUBRECIPIENT agree that any fees collected for services performed by SUBRECIPIENT shall be used for payment of costs associatcd with service provision. Revenue remaining after lnymcnt of all program expenses for service provision shall be consideral Proaram Irname and shall be subject to all the requirements of this Agreement and the regulations found at 2 CFR 200.307 and any additional guidance re@rding program income and the application of 2 CFR 200.307(e)(1 ), including with respect to lending pro8rarns, released by the US Departrnent of Treasury. SUBRECIPIENT shall include this Section in its entirety in all of its sub<ontracts 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 hom this Agreement, or the performance thereof, constitutes Program Income. SUBRECiPiENr is responsible to CITY for the repayment of any and all amounts dctcrrnincd by CITY to bc Program Income, unless otherwise approved in writing by CITY. B. C. D. 10. REPOt{'l'S AND INFORMA'I'ION At such times and in such form as CFIY may rcquirc, SUBRECIPIENT shall furnish such statements, records, data, and information as CITY may request and deem lnninent n matters covered by this Agncrncnt. SUBRECIPIENT shall submit lnrfomrancc 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 re- quin:d by CITY. The financial report shall include information and data relative to all programmatic and financial reporting as of the commencement date specified in Section 1 of this Agreement, Unless the CITY has granted a written exemption, SUBRECIPIENT shall submit an audit conducted by indcpcadent examiners in accordancc with Generally Accepted Aocounting Principles. If the SUBRECIPIENT cxpcnds 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 receiptof such audit. 11. 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. Page 6 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 A. B. C. D. SUBRECIPIENT agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by SUBRECIPIENT to the Seq>e of Services, Program Goals, and Objecavw, which are attached hereto as Exhibit A, as well as other provisions of this Agreement. 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. SUBRECIPIENT 8grees 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 rcqucstcd by CiTY staff SUBRECIPIENT agrees to make available its financial records for review by CITY at CIW's discretion. In addition, SUBRECTPIEM agrees to provide CITY an following data and reports, or copies thcrcof: (1) An external or internal evaluation reports; (2) Performance and expenditure reports to be submitted in the schedule published by the CITY’s Community Services Depar&ncnt. ReF>rts shall include such information as rcqucstcd by the CITY’s Community Scr- vices Department including but not limited to: nurnber of persons or households assisted, race, gender, disa- bility status, and household income. Performance and expenditure reports shall be due to CIFY within 15 working days after the completion of required reporting period. SUBRECIPIENT agrees to submit a pcrfor- mancc report and expenditure report no less than once a month. The expenditure report shall include a profit and loss statement with current and year to date period accounting of all revenues, expenditures, outstanding obligations, and beginning and ending balances. (3) An explanation of any major changes in program services. After each official monitoring on-site visit, CITY shall provide SUBRECIPIENT with a written report of moni- toring findings, documenting findings, and concerns that will require a written response to the CITY. An ac- ceptable response must be received by the CITY within 60 days from the SUBRECIPIENT’s receipt of the man- boring report OT 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 f6cal, nranagement, or audit reports by any of the SUBRECIPIENT’s funding or regulatory bodies to CITY within ten working days of receipt by theSUBRECIPIENT. E. F. 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 Agrccrncnt, 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 Adrninistrative Requirements Cost Principles, and Audit Requirements for Federal Awards as they pertain to costs incurred, audits, program kEome, administration, and othcr activities and functions. SUBRECIPIENT’s ruud system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Scction 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 subcon&acts. SUBRECIPIENT agrees to retain all books, records, documents, reports, and written accounting proccdwcs pcr- taining to the operation of programs and cxpcnditures of funds under this Agrecmcnt for five ycars after the tennination of all activities funded under this agreement. Nothing in the above subsections shall bc 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. Page 7 of 20 A B. C DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 D.At any reasonable time and as often as CITY may dean necessary, the SUBRECIPIENT shall make available to CITY or any of their authorized wpNsentativcs, all of its records and shall lnrmit CITY or any of their authorized npnsentatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoiccs, materials, payrolls, records of personnel, conditions of employment, and all other data nquestcd by said representatives. 13. DIRECTORS’ MEETINGS During the term of this Agrccmenl, SUBRECIPIENT shall cause to be dclivercd to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall tn delivered to CITY in a timely manmr to give adequate notice and shall include an agenda and a brief dcscription of the matters to be discussed. SUBRECIPIENT understands and agrees that CITY representatives shall tn afforded access to all of the Board of Diroctors’ meetings. Minutes of all meetings of SUBRECIPIENT's governing body shall be availablc 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 fumished to CIFY, are complete and accurate as of the date shown on tIn 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 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 SUBRECIPI ENT. C. No litigation or Iep1 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 irdenture 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 cuncnt taxa 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 reQrest for payment. ISe COVENANTS During the pedal of time that payment may be made hereunder and so long as any rnymcnts remain unliquidatcd, SUBRECIPIENT shall not, without the prior written consent of the Director of Community Services or her au- thorizcd representative: (1) Mortgage, pledge, or otherwise cncumbcr or sutter to be encumbered, any of the assets of SUBRECIPIENT now owned or hereafter acquired by it, or permit any pre-existing mortgag•s, liens, or other cncurnbranccs to remain on, or attached to, any asscts of SUBRECIPIENT which arc allocated to the paformana of this Agreement and with respect to which CITY has ownership hereunder. (2) Sell, assign, pledge, transfer. or othwwisc dispose of accounts receivables, notes, or claims for money due or to become due. (3) Sell, convey, or lase all or a substantial part of its assets. A Page 8 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 (4) Make any advance or loan to, or incur any liability for any other firm, prison, entity, or corporation as guar- antor, surely, or accommodation endorscr. (5) Sell, donate, loan, or aansfer any equipment or i tern of personal property purchased with funds paid to SUBRECIPIENF by CITY, unless CITY authorizes such transfer in writing. SUBRECIPIENT agrees, upon written request by CITY, to require its employees to attend training se=ions sponsored by the Community Development Division. B. A. B. 16. INSURANCE SUBRECIPIENT shall obscrvc 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 “Owneraenant” 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, ifapplicablc. SUBRECIPIENT will maintain adequate and continuous liability insurance on all vehicles owned, leased, oroperated by SUBRECIPIENT. All employees of SUBRECIPIENT who are required to drive a vehicle in the normal scope and cause of their employment must possess a valid Texas driver’s license and automobile liability inswance. Evidence of tIe employee’s current possession of a valid license and insurance must be maintained ona 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 bc notified in writing of any cancellation or change in the policy at least 30 days prior to such change or cancellation C. D E. F. A 17. CIVIL RIGHTS / EQUAL OPPORTUNITY SUBRECIPIENT shall comply with all applicable cqual employment opportunity and affirmative action laws or ngulations. The SUBRECIPIEVF shall not discriminate against any employee or applicant for employmcnt because of race, color, creed, religion, national origin, gender, age, or disability. The SUBRECIPIENT will take affirmative action to ensure that all employmart practices are free from such discrimination. Such employment practices include but are no! limited to the following: hiring, upgrading, demotion, transfer, recruitment or re- cruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selcction for training, including apprenticeship SUBRECIPIENT shall comply with all applicable equal employment opportunity and affirmative action laws or wgulations. 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 Amen icars with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Exccutivc Order 11216 as amended by Executive Or&:rs 1 1375 and 12086. SUBRECIPIENT \viII furnish all information and reports requested by the CITY, and will pcrmit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state, and Fcdcral rules and regulations. B. C Page 9 of 20 DocuSign Envelope ID: 4A8DC71$73C2'+IB0-BB5E-4624DF27AD37 D. In the event of SUBRECIPIENT’s non-compliance with the nonrliscrimination requirements, CITY may wrcel or terminate the Agreement in whole or in part, and SUBRECIPIENT may be barred flour futher contracts withCITY 18. PERSONNEL POLICIES Personnel policies shall be established by SIJBRECTPIENT and shall be available for examination. Such personnel policies sha] 1 : A. Include policies with respect to cmploymcnt, salary and wage rates, working hours and holidays, &inge benefits, vacation md sick leave privileges, and travel; B. Be in writing; and C. Be approved by the governing body of SUBRECIPIENT. 19. CONFLICT OF INTEREST SUBRECIPIENT covenants that neither it nor any mernber of its governing body presently has any interest, direct or indirect, which would conflict in any manner or dcgrec with the paformancc of services required to be per- formed under this Agreement. SUBRECIPIENT furlher covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a memtnr of its governing body. SUBRECIP IENT further covenants that no member of its governing body or its staff. sutnontractors, or employ- ees shall possess any interest in or use higher position for a purpose that is or gives the appearance of being motivated by desire for private gain for himsel#hersel£ or others, particularly those with which he/she has family, business, or other ties No officer, member, or employee of CITY and no manber of its governing body who exercises any Rrnction 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 coRn- ration, partnership, or association in which he or she has a direct or indirect interest. A B. C. 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 ofSUBRECIPIENTs governing board. The term “member of immediate family” includes: wife, husband, son, daughter, mother, fatlx:r, brother, sistcr, 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 Agrecnnnl nor any IErsonncl 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 Cock. Ihc SUBRECIPIEN'l' is prohibited from using funds provided herein or personnel employed in the administra- tion of thc program for: political activities; sectarian or religious activities, lobbying, political patronage, or ncp- otism activities. The SUBRECIPIENT agren 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 cloction or defeat of any candidate for public office, or for publicity, lobbying, and/or propaganda purposes designed to support or defeat pending lcgis]atinn. Employe® of the SUBRECIPIENT connected with any activity that is funded in whole or in part by funds pro- vicled to SUBREC]PIENT 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; A B. C Page 10 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 (2) Solicit contributions for political purpwes; or (3) Take an active part in political management or in political campaigns. D. SUBRECIPIENT hereby agrea to sign a Cenification Regarding Lobbying included herein as Exhibit C and if necessary, the Disclosure of Lobbying Activities provided by the CiTY. A. B. 22. PUBLICITY Where such action is appropriate, SUBRECIPIENT shall publicize the activities conducted by SUBRECIPIENT under this Agwcmcnl that the U.S. Department of Trwsury American Rescue Plan Act funding through the City of Denton has contributed to make the project possible. All published material and writtcn reports submitted under this project must bc originally developed material unless otterwise 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. 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. C. D 23. CHANGES AND AMENDMENTS Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall bc 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 WTiting, the budget 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, bu@et 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 ncccssary to carTy out the intent of this Agreement, in a manner consistent with thc efficient use of public funds, and in accordance with Federal Law. Such minor amendments may not increase the overall hrnding set forth in Exhibit B, extend the term, or otherwise alter the performance obligations of SUBRECIPIENF, 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 rcgulatials pursuant hereto may occur during thc tum of this Agreement. Any such modifications are to be autornatically incoTporated into this Agncment without written alnendment 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 hcrcto, 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 30 calendn days in advance of the change. SUBRECIPIENT shall noti br CITY of any changes in personnel or governing board composition. Page 11 of 20 A B C. D. E. F, G DocuSign Envelope ID: 4A8DC71$73C2-41B0-BB5E-4624DF27AD37 H. 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. 24. SUSPENSION OF FUNDING Upon determination by CITY of St IBRECTPTENT’s fhilum to tinEIy and properly perform each ofthe requircmenLs: 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, withtx>Id further payments to SUBRECIPIEIVF. 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 tIn action required for cure. The pcricxl 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 peri(xI, if CITY determines the default or deficiency has tx:en 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 cffcctuatcd. A 25. TERMINATION CITY may terminate this Agreement for cause unda any of the following reasons or for other rmsons not spc- cifically enumerated in this Section: (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 ofthe terms of this Agreement. (3) SUBRECIPIENT’s violation of covenants, agreements, or guarantees of this Agreernerrt. (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 ofthis Agreement in the ordinary courseof business. (6) Appointment of a trustee, receiver, or liquidator for all or substantial part of SUBRECIPIEVF’s property, or institution of bankruptcy, reorganization, rearrangement of, or liquidation proceedings by or againstSUBRECIP IENT (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. (B) 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 oftermInatIon CITY may terminate this Agrament for convcniencc at any time. If CITY terminates this Agreement for con- veniencc, SUBRECIPIENT will be paid an amount not to exceed the total of accrued expenditures as of the efFective date oftcrminadon, subject to the rcquinmarts of Section 7 and Exhibit B. In no event will this coIn- pensation exceed an amount which bears the same ratio to the total compensation as the services actually per- formed bars to the total services ofSUBRECIPIENF covered by the Agnelnenl less payments previously made. B. C Page 12 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 D SUBR:ECIPIENT may terminate this Agreement in whole or in part by UTitten notice to CITY, if a termination of outside funding occws upon which suBREciPiEvr depends for performance hereunder. SUBRECIPIENT may opt, within the limiutions of this Agreement, to seek an altemative 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 wray terminate this Agreement upon the dissolution of SUBRECIPIENT’s organiation not occasioned by a breach of this Agreement. Upon receipt of notice to terminate, SUBRECIPI£NT shall cancel, withdraw, or otherwise terminate any out- standing orders or subcontracts, which relate to the pcrfouuancc of this Agreement. CITY shall not be liable to SUBRECIPIENT or SUBRECIPIENT’s contractoR 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 rewind reporting period. SUBRECIPIWF shall return any unused funds, or funds determined to be ineligible or used improperly within 15 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 RSUBECIPIENF until such time as the exact amount of damages due to CITY from SUBRECIPIENT is agreed upon or otherwise dctcunincd E. F. G. 26. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit, or other action or proweding 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 nodEcd of such clairn, demand, suit, or othu 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), Srm, 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 ulairn, dcrnand, suit, or other action, or procealing; and the narne of any person(s) against whom such claim, demand, suit, or other action or proceeding is being made or thnatcncd. Such written noticc shall be delivered cithcr personally or by mail postagc paid in accordance with the provisions of Section 29.1. A.27. INDEMNIFICATION It is expressly understood and agreed by both parties hereto that CITY is contracting with SUBRECIPIENT as an independent contractm and that as such, SIIBRECTPIENT shall save and hold CITY, its officers, elected and appointed ofTicials, 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 cmploym, agent, contractor, subcon&actor, or representative ofSUBRECIPIENT. 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, cxpensa, 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 agarts, employees, or contractors. B Page 13 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 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 prop,Ims that make funds a\’ailablc through contIacts, grants, or cooperative agree- ments. SUBRECIPIENT is prohibited from discdminating against beneficiaries in providing services or carrying out activities with such auistance based on religion, a religious belief, a rchrml to hold a religious belief, or a refusal to attend or participate in a religious practice, while also noting that nr8ani7nHons that participate in programs only funded by indirect CITY or Federal finarcial assistance need not modify their program or activities to accommodate beneficiaries who choose to expend the indirect aid on Lh05e SUBRECiPiENr 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 protutions to txneficiaries and prospective tnneficiaries. Spe- cifically, such organiations arc required to give notice to beneficiaries that: 1. The organiation may not discriminate against a beneficiary or prosF=ctive 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 organiation 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 bcncficiary in such activities must be purely voluntary; and 3. The organiation must wparate, in time or location, any privately funded explicitly religious activities from activities supported by direct Federal financial assistance; and 4. If a beneficiary objects to the religious character of the organization, the organization must undertake rea- sonable efforts to identify and refer the beneficiary to an alternative provider to which the beneficiary has no such objection; A B. A B. C D. E. 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 cornpany, or other financial institution without the prior written approval of CITY. If any provision of this Agrccmcnt is held to be inva Ii( 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 re[xrrts, documents, studies, chaRs, schedules, or other appended documentation to any propcnal, content of basic proposal, or contracts and any ruponses, inquiries, correspondence, and related material submitted by SUBRECIPIENT shall become the property of CITY upon rweipt. Debarnrent: SUBRECIPIENT ccrtifics that it is not listed on the Systan for Award Management (SAM), which lists the dcbarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order ]2549 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 prcjudice any right, power, pdvilcgc, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No npmscntativc or agcnt of CITY may waive the cfTcct 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 cammiOncnt antecedent to this F Page 14 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 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 tum of this Agreement, or subsequent thereto, have any legal force or effect whatsoeva, unless properly executed in writing, and if appropriate, rec- orded as an amendment of this Agnancnt. In the event any disagrcmcnt or dispute should arise between the panics hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, coda, laws, ordinances, or regulations, CITY as the fuRy ultimately responsible to U.S. DEPARTMENT OF Treasury for matters of compliance, wiN have the final authority to render or to secure an intcrpntation. IfSUBRECIPIEIVF provides services to the homeless it is required to: a. Report homeless data to the Homeless Managunent Information System WIS). HMIS is a countywide data managenlent tool designed to facilitate data collection in order to improve human service delivery throughout Dalton County. Participation in (HMIS is a rcquircmcnt pcr this Agreement. Data cntcrcd into HNllS will help our community irnprove services to individuals experiencing homelessness by providing accurate information on the extent and nature of homelessness in our community and by ac- counting 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. Depart- ment of Housing and Urban Developnrent’s tnmeless assistance funds. b. Participate in the Denton County Homeless l£adership Team meetings and any applicable workgroup(s). The Denton County Homeless Leadership Team is a collaborative, cross-sector team that convenes to irnprove the planning, coordination, oversight, and implementation required to create systems change for housing/homelessness initiatives in Dcnton County. Further, tho SUBRECIPIENT is encouraged to work in partnership with fellow service providers to improve efficiency and efFectiveness. SUBRECIPIENT acknowledges that in accordance with Chapter 2271 of the Texas Governmurt Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel: and (2) will not boycott Israel during the term of the contract. The terms 'l)oycott Israel” and “company” shall have an meanings ascribed to those terms in Section 808.CHI of the Texas Government C(xie. By signing this agreement, SUBRECIPIENT certifres that SUBRECIPIENT’s signature provides written verification to the CITY that SUBRECIPIENT: (1) does not boycott Israel; and (2) will not boycott Israel d&ring the feral ofthe agreement, Failure to meet or maintain the requirements under this provision will be considered a material bracl1, Sections 2252 and 2270 of the Texas Government Code restrict CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By sIgnIng this agreement, SUBRECIPIENT cet- tifia that SUBRECIPIENT’s signature provides written verifIcation to the CITY that SUBRECIPIENT, pub SItarit to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign tenorig organiw- tion. Failure to meet or maintain the requirements under this provision will be considered a material brmch. SUBRECIPTENT acknowledges that in accordance with Chapter 2274 of the Texas Govcrnmurt Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains wri£tcn verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company“ and “company“ shall have the meanings ascribed to those terms in Section 8CD.001 of the Texas Govcrnnlent Code. By signing this agreement,SUBRECIPIENT certifres that SUBRECIPIENT’s signature provides written verifieation to the CITY that SUBRECIPIENT: (D does not boycott energy companies; and (2) will not boycott energy companies duriRg the term of the agreement. Failure to meet or maintain the requirements under this provision will be considereda material breach G. H 1. J. K Page 15 of 20 DocuSign Envelope iD: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 L. SUBRECIPIENT acknowledges that in acoordance with Chapter 2274 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains writ- ten verification from the company that it ( 1) does not have a practice, policy, guidance, or directive that dis- criminatcs against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm en- tity or firarm trade association,” “firearm entity” and “fircann trade association” shall havc thc meanings as- critxd to those terms in Chapter 2274 of the Tcxas Government Code. By sIgnIng thIs agreement, SUBRECIPIENT certifies that SUBRECIPIEiVT’s signature provides written verifrcadon to the City thatSUBRECIPIENT: (1) does not have a practice, policy, guIdance, or directIve that discrimInates against a fIrearm entity or firearm trade association; and (2) will not diseriwnnate dnring the term of the contract against a fIrearm entity or frreann trade association. Failure to meet or rnaintain the requirements under this provision will be considered a material breach. M. For purposes of this Agreement, all official coHlmunimtions and notices among the pntia shall be dccmcd made if delivered by courier or overnight mail service or if sent U.S, Mail postage paid, in each case to the partin and addresses set forth below: TO CITY: City Manager TO SUBRECIPIENT: Our Daily Bread, Inc. City of Denton Attn: Executive Director/CEO/Commander 215 E. McKinney <)9 N Loop 288 Denton, Texas 76201 Denton, Texas 76201 w/ a copy to: City Attorney 215 E. McKinney Denton, TX 76201 N. This Agrament shall be interpreted in accordance ulth 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. ISignature page follows] Page 16 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 IN WITNESS OF WHICH this Agreement has been executed as of the 1 day of 2023 CiTY OF DENTON: 1 OUR DAILY BREAD, INC.: August P) CITY MANAGER ArrEST: TITLE. Executive DIrector ATtEST: CJcxuSi9ned by: &%s SaId,W JESUS SALAZAR,CITY SECRETARY APPROVED AS TO LEGAL FORM: A#gB--MACK REINWAND, CITY ATTORNEY BY: THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operationalobl©a Ions and business terms DocuSlgned by: tXdcll£ S[na Director of Community Services Title Community Services Department 7/21/2023Date Signed: Page 17 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 Exhibit A Scope of Services The Scope ofScrvims under this Agreement shall be as follows: SECTION I – SERVICE GOAL SUBRECiPiENr assists the City of Denton to mat the lnblic health and economic needs of those impacted by the pandemic, as outlined in the State and Lcx:81 Fiscal Recovery Funds Final Rule. SUBRECIPIENT shall provide: the management and operations of the Denton Community Sheba, including salary for Our Daily Bread Assistant Director, Case Manager, Senior Case Manager, LCSW Supervisor, Dirntor of Mental Health Initiatives, Guest Services Navigator (night), Guest Services Night Shelter, Cook/floatcr, Facilities Nlanagu, and Security Guard. Our Daily Bread will provide meals, day shelter, night shelter, and program services for individ- uals at risk or experiencing homelessness. The pmgraars will be operated at 909 North Loop 288, Denton, TX, 76201 . SECTION II - OUTCOMES Tracking outcome measures will be a tool by which the CiTY and the SUBRECIPIENT can maslin services deliv- cred and performance under this agreement. SUBRECIPIENT provides benefits to the citizens of the City of Denton through these outcomes: • 1,500, Unduplicated City of Denton clients served across all prugr,Im services. • 350, Unduplicatcd clients who will rcccive care coordination. • 50, Unduplicated clients diverted from homelessress. 1,000, Unduplicated clients completing coordinated entry assessments. 2023 327,907.50 $22,092.50 550,000.00 2024 813,750.00 Sl 1,250.00 525,000.00 2025 511,458.33 $9.375.00 920,833.33 2026 $6,645.00 SS,438.33 $600,000.00Yearly Total Page 18 of 20 DocuSign Envelope ID: 4A8DC715-73C2-41B0-BB5E-4624DF27AD37 Exhibit B Budget SUBRECIPIEVF shall provide the sen'ices listed in this Ap@ment within the monetary lirnits attached hneto and incorporated by reference herein. Tn no event shall mmrEnsatinn to the St IBRECTPTENT exceed the lc=er of the SUBRECIPTENT’s costs attributable to the work performed as stated herein, or sum of One Million Two Hundred Ninety-Five Thousand dollars ($ 1,295,o(x).m). Allowable Expenditure Salary Operations Total 2024 $ 1 65,non 2025 $ 137,500 $112,500 $250,000 2026 $79,740 $65,260 $ 1 45,000 $265,1 10 $600,000 $ 135,000 $300,000 SUBRECIPIENT will be reimbursed in accordance wlth Section 7 of this Agnernent for eligible expenditures made in connection with the Scope of Services described in Exhibit A to this Agreement. RECIPIENT will submit monthly reimbursement requests as provided in this Exhibit B and in this Agreement. Reimbursement Rcqucsts must include: 1. 2 3. 4. 5. Client list with unique identifier served by funding including client addresses and verification of income certification Copy oftimesheet signed by staff member and supervisor paid with funding. Copy of paystub with payTon detail for stafF member(s) paid with funding. Payroll register accepted if provided by third party vendor, Copy of invoice tbr purchases made with funding. Proof of payment (copy of check and/or receipt showing paid) for purchases made with funding. Page 19 of 20 [A'@DIgILUC DocuSign Envelope ID: 4A8DC71&73C2-41B0-BB5E-4624DF27AD37 Exhibit C Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge and belief, that: (1)No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of(''ongress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any coop- erative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-ILL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. The undersigned shall require that the language of this Certification be included in the award documents for an gut)awards at all tiers (including subcontractors, subgrants, and contracts under grants, loans, and cooperative agreements) and that all SUBRECIPIENTs shall certify and disclose accordingly. (2) (3) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Our Daily Bread, Inc. Grantee Execut1 ve D1 rector Title 7 /2512623 Date Page 20 of 20 Ek)cuSign Certificate Of Completion Envelope Id: 4A8DC71573C241 BOBB5E4624DF27AD37 Subject: Complete with DocuSign: 23-997 Agreement ODB-Mgmt & Oprtns.pdf Source Envelope: Document Pages: 20 Certificate Pages: 5 AutoNav: Enabled Status: Completed Signatures: 2 Initials: 0 Envelope Originator: Lauri Nack 901 B Texas Street Denton, TX 76209 Lauri.Nack@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 8/3/2023 10:05:19 AM Holder: Lauri Nack Lauri.Nack@cityofdenton.com Location: DocuSign Signer 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 Signature Timestamp Sent: 8/3/2023 10:17:29 AM Viewed: 8/3/2023 10:17:39 AM Signed : 8/3/2023 10:17:58 AM Completed Using IP Address: 198.49. 140.10 Sara Hensley Sara.Hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 8/3/2023 10:17:59 AM Viewed: 8/3/2023 10:22:18 AM Signed: 8/3/2023 10:22:25 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.7 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar Jesus.Salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 8/3/2023 10:22:27 AM Viewed: 8/3/2023 10:23:10 AM Signed : 8/3/2023 10:23:56 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 8/3/2023 10:23:10 AMID: 92855bc6-761e4fad-a940-2c634434958c In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Carbon Copy Events Karen Gay Karen_Gay@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 8/3/2023 10:23:58 AM Lauri Nack laud.nack@cityofdenton.com City of Denton - Community Services Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/3/2023 10:23:58 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope SentCertified Delivered Signing Complete Completed Status Timestamps 8/3/2023 10: 17:29 AM 8/3/2023 10:23:10 AM 8/3/2023 10:23:56 AM 8/3/2023 10:23:58 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jesus Salazar 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 ofthis 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.. uired hardware and software Operating Systems Browsers (for SENDERS Browsers (for SIGNERS): Windows2000? or WindowsXp? Internet Explorer 6.0? or above I NetScape 7.2 (or above) Access to a valid email account 800 x 600 minimum mail Screen Resolution Enabled Security Settings • Allow per session cookies •Users accessing the internet behind a Proxy Server must enable Hmp 1.1 settings viaroxy connection ++ 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 Agme' 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.