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1999-325AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR PRENATAL PROGRAM FOR LOW-iNCOME FAMILIES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE (BID 2378 - PRENTAL PROGRAM FOR LOW-INCOME FAMILIES AWARDED TO FAMILY HEALTH CARE, INC FOR $20,000) WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of STATE law and City ordinances, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore, and WHEREAS, the City Council has provided m the City Budget for the appropriation of funds to be used for tho pumhase of the materials, equipment, supplies or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive bids for materials, equipment, supplies, or services, described m the "Bid Proposals" on file in the office of City's Purchasing Agent filed according to the bid number assxgned hereto, are hereby accepted and approved as being the lowest responsible bids for such Items BID ITEM NUMBER NO CONTRACTOR AMOUNT 2378 ALL FAMILY HEALTH CARE, INC $20,000 SECTION II That the acceptance and approval of the above competitive bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents SECTION III That the City and persons submitting approved and accepted items and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute the written contracts which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and speeffied sums contained in the Bid Proposal and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above compet~tive bids, the City Council hereby authorizes the expenditure of funds therefor m the amount and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ~/~-'-Say of ~, 1999 JAC~LER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 2378 PRENATAL PROGRAM FOR LOW-INCOME FAMILIES CONTRACT ORDINANCE 1999 - 2000 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND FAMILY HEALTH CARE, INC BID #2378 Tlus Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinaf- ter referred to as CITY, and Family Health Care, Inc, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certain funds from the U S Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended, and WHEREAS, CITY has adopted a budget for such funds and included therein an author- ized budget for expenchture of funds for, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the admunstratlon of this Agreement and all matters pertalmng thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described 1. TERM This Agreement shall commence on or as of October 1, 1999, and shall terminate on September 30, 2000, unless sooner terlmnated in accordance w~th Section 26 "Termination" 2. RESPONSIBILITIES CONTRACTOR hereby accepts the responslblhty for the performance of all services and activities described in the Work Statement 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 w~ll consider CONTRACTOR's executive officer to be CONTRAC- TOR's representative responsible for the management of all contractual matters pertmnmg hereto, unless written notification to the contrary is received from CONTRACTOR, and ap- proved by CITY The CITY's Community Development Administrator will be CITY's representative re- sponsthle for the admlmstratlon of this Agreement 3 CITY'S OBLIGATION A Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pur- suant and in accordance with the project budget attached hereto as exhibit B and incorporated herein by reference Notwithstanding any other provision of the Agreement, the total of all pay- ments and other obhgatlons made or incurred by CITY hereunder shall not exceed the sum of $20,000 00 B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder 'by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and Incorporated hereto for all purposes as Exhibit B, subject to the hmltatlons and provisions set forth in this Section and Section 7 of this Agreement (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBG) funds to meet CITY's liabilities under this Agreement If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writing w~tlun a reasonable time after such fact has been detenmned CITY may, at its option, either reduce the amount of ~ts llabdlty, as specified m Subsec- tion A of this Section or tenmnate the Agreement If CDBG funds ehglble for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR 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 wbach (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 speci- fied m Section 1, (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto, (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is earher, or (e) is not an allowable cost as defined by Section 11 of this Agreement or the project budget (4) CITY shall not be hable for any cost or port~on thereof whmh is incurred with respect to any activity of CONTRACTOR requmng prior written authorization form CITY, or after CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY adwses CONTRACTOR to pro- ceed (5) CITY shall not be obhgated or liable under this Agreement to any party other than CONTRACTOR for payment of any monies or provision of any goods or services 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to this Agreement are funds wluch have been made avmlable to CITY by the Federal Government (U S Department of Housing and Urban Development) under the Housing and Community Development Act of 1974, as amended, in accordance wxth an approved Grant Apphcation and specific assurances Accordingly, CONTRACTOR assures and certifies that it will comply w~th the reqmrements of the Housing and Community Development Act of 1974 (P L 93-383) as amended and with regulations promulgated thereunder, and codified at 24 CFR 570 The foregoing is in no way meant to constitute a complete compdat~on of all duties ~mposed upon CONTRACTOR by law or admxmstratlve mhng, or to narrow the standards which CONTRACTOR must follow CONTRACTOR further accrues and certffies that if the regulations and issuances prom- ulgated pursuant to the Act are amended or rewsed, ~t shall comply with them, or notify CITY, as provided in Section 24 of this Agreement CONTRACTOR agrees to ab~de by the conditions of and comply w~th the reqmrements of the Office of Management and Budget C~reulars Nos A-110 and A-122 B CONTRACTOR shall comply w~th all applicable federal laws, laws of the State of Texas and or(hnances of the City of Denton 5 REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authonty, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement B The person or persons s~gnmg and executing this Agreement on behalf of CON- TRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by 3 CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and le- gally bind CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person slgmng the Agreement to enter into this Agreement CONTRACTOR is hable 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 m this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had thts Agreement not been exe- cuted 6 PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the WORK STATEMENT, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorpo- rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Agreement No modaficatlons or alterations may be made in the Work Statement without the prior written approval of the City's Commumty Development Admlmstrator 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $20,000 00 for services rendered under this Agreement CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation CONTRACTOR's fmlure to request reimbursement on a timely basis may jeoparchze present or future fundang Funds are to be used for the sole purpose of providing prenatal care to indigent persons B. Excess Payment CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been prod by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR, or 4 (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 C. Disallowed Costs/Reversion of Assets Upon terminated of this Agreement, should any expense or change for wluch payment has been made be subsequently disallowed or disap- proved as a result of any auditing or monltonng by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to CITY within ten working days of a written notice to CONTRACTOR, which specifies the amount dis- allowed If CITY finds that CONTRACTOR is unwflhng and/or unable to comply with any of the terms of this Contract, CITY may reqmre a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remalmng unexpended funds which shall be refunded to CITY wlflun ten working days of a written notice to CONTRACTOR to revert these financial assets The revision of these financial assets shall be in addition to any other remedy avmlable to CITY either at law or an equity for breach of this Contract Refunds of disallowed costs may not be made from these or any funds received from or through CITY D. Obligation of Funds. In the event that actual expenditure rates deviate from CON- TRACTOR's provision of a corresponding level of performance, as specified in Exhlbat A, CITY hereby reserves the right to reappropnate or recapture any such underexpended funds E. Contract Close Out. CONTRACTOR shall submit the Agreement close out package to CITY, together with a final expenditure report, for the time period covered by the last invoice requesting reimbursement of funds under flus Agreement, within 15 worl~ng days following the close of the Agreement period CONTRACTOR shall utthze the form agreed upon by CITY and CONTRACTOR 8 WARRANTIES CONTRACTOR represents and warrants that A All information, reports and data heretofore or hereafter requested by CITY and fur- nished to CITY, are complete and accurate as of the date shown on the information, data, or re- port, and, since that date, have not undergone any significant change without written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fmrly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since smd date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR 5 C No htlgat~on or legal proceedings are presently pending or threatened agmnst CON- TRACTOR D None of the provisions hereto contravenes or is ~n conflict with the authority under whmh CONTRACTOR ~s doing business or w~th the provisions of any existing ~ndenture or agreement, of CONTRACTOR E CONTRACTOR 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 condat~ons of this Agreement F None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not dehnquent, except as shown in the financial statements furnished by CONTRACTOR to CITY Each of these representations and warrant~es shall be contlnmng and shall be deemed to have been repeated by the submission of each request for payment 9. COVENANTS A Dunng the penod of t~me that payment may be made hereunder and so long as any payments remain unhqmdated, CONTRACTOR shall not, w~thout the prior written consent of the Commumty Development Admlmstrator or her authonzed representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre- existing mortgages, hens, or other encumbrances to remmn on, or attached to, any assets of CONTRACTOR whmh are allocated to the performance of th~s Agreement and with respect to which CITY has ownership hereunder (2) Sell, assign, pledge, transfer or otherwise d~spose of accounts receivables, notes or chums for money due or to become due (3) Sell, convey, or lease all or substantml part of~ts assets (4) Make any advance or loan to, or ~ncur any hablhty for any other firm, person, entity or corporataon as guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property pur- chased with funds prod to CONTRACTOR by CITY, unless CITY authorizes such trans- fer 6 B Should CONTRACTOR use funds received under this Agreement to acquire or im- prove real property under CONTRACTOR's control, CONTRACTOR agrees and covenants (1) That the property shall be used to meet one of the national objectives stated in 24 CFR 570 until August 31, 2006 (2) That should CONTRACTOR transfer or otherwise dispose of smd property on or before August 31, 2006, CONTRACTOR shall reimburse CITY in the amount of the fmr market value of this property less any portion of the value attributable to expenditures ofnon-CDBG funds for acqms~t~on of, or improvement to, the property C CONTRACTOR agrees, upon written request by CITY, to require its employees to attend trmmng sessions sponsored by the Community Development Office 10. ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly and specifically in the performance of and m comphance w~th this Agreement and in conformance with the standards and provisions of Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval, even though certmn items may appear herein CITY's prior written authorization ~s re- qmred in order for the following to be considered allowable costs (1) Encumbrances or expenditures dunng any one month period whmh exceeds one-fifth (1/5) of the total budget as specffied in Exhibit B (2) CITY shall not be obhgated to any third part,es, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the exp~ratlon oftlus Agreement (3) Out of town travel (4) Any alterations or relocation of the facilities on and in which the actlvmes specffied in Exhibit A are conducted (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B (6) Costs or fees for temporary employees or services (7) Any fees or payments for consultant services (8) Fees for attending out of town meetings, seminars or conferences 7 Written requests for prior approval are CONTRACTOR's respons~b~hty and shall be made w~th~n sufficient t~me to permit a thorough rewew by CITY CONTRACTOR must obtain written approval by CITY prior to the commencement of procedures to sohc~t or purchase serv- ices, equipment, or real or personal property Any procurement or purchase which may be ap- proved under the terms of th~s Agreement must be conducted in 1ts entirety ~n accordance w~th the prows~ons of this Agreement 11 PROGRAM INCOME A For purposes of th~s Agreement, program mncome means eam~ngs of CONTRACTOR reahzed from activities resulting from th~s Agreement or from CONTRACTOR's management of funding provided or received hereunder Such earnings ~nclud¢, but are not hmlted to, income from ~nterest, usage or rental or lease fees, ~ncome produced from contract-supported services of ~nd~vlduals or employees or from the use or sale of equipment or fac~ht~es of CONTRACTOR provided as a result of th~s Agreement, and payments from chents or third part~es for services rendered by CONTRACTOR under th~s Agreement B CONTRACTOR shall maintain records of the receipt and disposition of program ~n- come m the same manner as reqmred for other contract funds, and reported to CITY ~n the for- mat prescribed by CITY CITY and CONTRACTOR agree, based upon advice received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for services performed by CONTRACTOR shall be spent only for service provision These fees or other program ~ncome w~ll be deducted from the regular reunbursement request C CONTRACTOR shall ~nclude this Section in ~ts entirety in all of ~ts sub-contracts which ~nvolve other income-producing services or actlwties D It ~s CONTRACTOR's respons~b~hty to obtain from CITY a prior determination as to whether or not income arising d~rectly or ~nd~rectly from this Agreement, or the performance thereof, constitutes program income CONTRACTOR ~s responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless otherwise approved m writing by CITY 12. MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that w~ll prowde accurate, current, sepa- rate, and complete d~sclosure of the status of the funds received under this Agreement, ~n com- pliance w~th the prows~ons of Exhibit B, attached hereto, and w~th any other applicable Federal and State regulations estabhshmg standards for financial management CONTRACTOR's record system shall contain sufficient documentation to prowde m detail full support and justification for each expenditure Notlung in th~s Section shall be construed to reheve CONTRACTOR of fiscal accountability and llabihty under any other provision of this Agreement or any applicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retmn all books, records, documents, reports, and written accounting procedures pertaimng to the operation of programs and expenditures of funds under this Agreement for five years C Nothing m the above subsections shall be construed to relieve CONTRACTOR of re- sponslbthty for retammg accurate and current records which clearly reflect the level and benefit of servmes provided under this Agreement D At any reasonable time and as often as CITY may deem necessary, the CONTRAC- TOR shall~ make available to CITY, HUD, or any of their authorized representatives, all of its records and shall permit CITY, HUD, or any of their authorized representatives to audit, exam- ~ne, make excerpts and copies of such records, and to conduct audits of all contracts, ~nvmces, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives 13. REPORTS AND INFORMATION At such times and m such form as CITY may reqmre, CONTRACTOR shall furmsh such statements, records, data and information as CITY may request and deem pertinent to matters covered by th~s Agreement CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The baneficlary report shall detail client mformation, mcludmg race, income, female head of household and other statistics required by CITY The financml re- port shall include Information and data relative to all programmatic and financial reporting as of the beglumng date specified in Section 1 of this Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by Independent examiners within ten days after receipt of such 14. MONITORING AND EVALUATION A CITY shall perform on-site monltonng of CONTRACTOR's performances under tins Agreement. B CONTRACTOR agrees that CITY may carry out momtonng and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objec- tives, which are attached hereto as Exhibit A, as well as other prowslons of thru Agreement 9 C CONTRACTOR agrees to cooperate fully w~th CITY in the development, implemen- tation and maintenance of record-keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its momtormg and evaluation responsibilities D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such momtormg and to designate one of its staff to coordinate the momtonng process as requested by CITY staff E After each official momtonng visit, CITY shall provide CONTRACTOR with a writ- ten report ofmomtonng findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~thln five working days of re- ceipt by CONTRACTOR 15. DIRECTORS' MEETINGS Dunng the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY cop~es of all notices of meetings of its Board of Directors, setting forth the t~me and place thereof Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief descnptlon of the matters to be discussed CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings Minutes of all meetmgs of CONTRACTOR's governing body shall be available to CITY within ten working days of approval 16 INSURANCE A CONTRACTOR shall observe sound business practices with respect to prowdlng such bonding and insurance as would provide adequate coverage for services offered under this Agreement B The premises on and m which the activities described in Exhibit A are conducted, and the employees conducting these act~wt~es, shall be covered by premase habfllty insurance, com- monly referred to as "Owner/Tenant" coverage w~th CITY named as an additional Insured Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate Insurance cover- age arrangements C CONTRACTOR will comply with applicable workers' compensation statues and will obtmn employers'habfllty coverage where available and other appropriate habfllty coverage for program participants, if applicable 10 D CONTRACTOR w~ll mmntaln adequate and continuous habfllty Insurance on all ve- hmles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a vahd Texas driver's license and automobile hablhty insurance Ewdence of the employee's current possession of a valid license and Insurance must be mamtmned on a current basis ~n CONTRACTOR's files E Actual losses not covered by insurance as required by th~s Section are not allowable costs under this Agreement, and remam the sole respons~blhty of CONTRACTOR F The policy or pohc~es of ~nsurance shall contmn a clause whmh reqmres that City and Contractor be notffied ~n writing of any cancellation of change in the policy at least 30 days prior to such change or cancellation 17. EQUAL OPPORTUNITY A CONTRACTOR shall subnnt for CITY's approval, a written plan for comphance w~th the Equal Employment and Affirmative Action Federal provisions, within 30 days of the effec- tive date of this Agreement B CONTRACTOR shall comply w~th all apphcable equal employment opportunity and affirmative action laws or regulations C CONTRACTOR will furnish all Information and reports requested by the CITY, and will permit access to ~ts hooks, records, and accounts for purposes of ~nvest~gat~on to ascertmn compliance wlth local, state and Federal rules and regulations D In the event of CONTRACTOR's non-comphance w~th the non-dlscnmmatlon re- qmrements, CITY may cancel or termmate the Agreement in whole or m part, and CONTRAC- TOR may be barred from further contracts with CITY 18 PERSONNEL POLICIES Personnel pohcles shall be established by CONTRACTOR and shall be available for ex- ammatlon Such personnel pohcles shall A Be no more hberal than CITY's personnel policies, procedures, and practices, Includ- ing pollctes w~th respect to employment, salary and wage rates, working hours and hohdays, fnnge benefits, vacation and sink leave pnwleges, and travel, and B Be ~n wntlng and shall be approved by the govermng body of CONTRACTOR and by CITY 11 19 CONFLICT OF INTEREST A CONTRACTOR covenants that neither It nor any member of its govemmg body pres- ently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services reqmred to be performed under this Agreement CONTRACTOR further covenants that m the performance of tlus Agreement, no person having such interest shall be em- ployed or appointed as a member of its governing body B CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest m or use his position for a purpose that ~s or gives the appearance of bemg motivated by desire for private gain for himself, or others, par- tmularly those with whmh he has fatmly, business, or other ties C No officer, member, or employee of CITY and no member of its govermng body who exercises any functmn or responsibilities m the review or approval of the undertaking or carrying out of this,Agreement shall (1) partlclpate m any decision relating to the Agreement whmh af- fects ~s personal interest or the interest m any corporation, partnerstup, or association m which he has direct or mdlrect interest, or (2) have any interest, d~rect or m&reet, m this Agreement or the proceeds thereof 20 NEPOTISM CONTRACTOR shall not employ m any prod capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or IS a member of CONTRACTOR's governing board The term "member of ~mmedlate famdy" ~n- eludes w~fe, husband, son, daughter, mother, father, brother, sister, In-laws, aunt, uncle, nephew, niece, step-parent, step-chdd, half-brother and half-s~ster 21. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall Involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either d~rectly or indirectly, for any poht~- cai act~vlty,(mcluding, but not limited to, an activity to further the election or defeat of any can- didate for pubhc office) or any activity undertaken to influence the passage, defeat or final con- tent of legislation B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the constructlofl, operation, mmntenance or administration, or be utlhzed so as to benefit m any manner any sectarian or rehglous facility or activity 12 22. PUBLICITY A Where such action is appropriate, CONTRACTOR shall pubhmze the activities con- ducted by CONTRACTOR under this Agreement In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advemslng medium shall state that the U S Department of Housing and Urban Devel- opment's Community Development Block Grant Program funding through the City of Denton has made the project possible B All published material and written reports submated under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement When mate- rial not originally developed is included ~n a report, the report shall identify the source in the body of the report or by footnote Tbas provision is appheable 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 ~s prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States De- partment of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, mqmnes, correepon- denee and related material submitted by CONTRACTOR shall become the property of CITY upon receipt 23. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mlttlng any application for funthng m accordance with the following procedures A When the application is in the planmng stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds B Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) con- tracted hereunder Such notice shall be submitted to CITY, in writing, w~thln ten working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement 13 C CONTRACTOR shall not use funds provaded hereunder, whether darectly or anda- mctly, as a contnbutaon, or to prepare apphcatlons to obtmn any federal or private funds under any federal or private program wathout the prior written consent of CITY 24. CHANGES AND AMENDMENTS A Any alteratauns, addatmns, or deletmns to the terms of this Agreement shall be by written amendment executed by both partaes, except when the terms of th~s Agreement expressly prowde that another method shall be used B CONTRACTOR may not make transfers between or among approved hneqtems within budget categories set forth m Exhlbat B wathout prior written approval of CITY CON- TRACTOR shall request, m wntang, the budget revlsmn ~n a form prescribed by CITY, and such request for revlsaon shall not increase the total monetary obllgat~on of CITY under th~s Agree- ment In addataon, budget revmlons cannot sagmficantly change the nature, antent, or scope of the program funded under th~s Agreement C CONTRACTOR will submat rewsed budget and program ~nformatlon, whenever the level of funding for CONTRACTOR or the program(s) described here~n as altered according to the total levels contained in any portion of Exhlbat B D It ~s understood and agreed by the partaes hereto that changes ~n the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement Any such modfficatlons are to be automatmally incorporated into this Agreement w~thout written amend- ment hereto, and shall become a part of the Agreement on the effective date spemfied by the law or regulataon E CITY may, from t~me to time dunng the term of the Agreement, request changes m Exhabat A which may include an increase or decreased an the amount of CONTRACTOR's eom- pensataon Such changes shall be incorporated an a written amendment hereto, as provaded in Subsection A of thas Section F Any alterataons, deletion, or addatlons to the Contract Budget Detml ~ncorporated m Exhlbat B shall reqmre the prior written approval of CITY G CONTRACTOR agrees to notary CITY of any proposed change ~n physmal locatmn for work performed under this Agreement at least 30 calendar days ~n advance of the change H CONTRACTOR shall notify CITY of any changes ~n personnel or govermng board composition I It as expressly understood that neither the performance of Exhab~t A for any program contracted hereunder nor the transfer of funds between or among smd programs will be permat- ted 14 25 SUSPENSION OF FUNDING Upon determmat~on by CITY of CONTRACTOR's fmlure to t~mely and properly per- form eaehlofthe reqmrements, t~me eoncht~ons and dut~as prowded herein, CITY, w~thout hm~t- ~ng any rights ~t may otherwise have, may, at ~ts d~scretmn, and upon ten working days written notme to CONTRACTOR, w~thhold further payments to CONTRACTOR Such nntme may be g~ven by marl to the Executive Officer and the Board of D~reetors of CONTRACTOR The no- tree shall set forth the default or failure alleged, and the action required for cure The period of such suspensmn shall be of such dttratmn as ~s appropriate to aecomphsh corrective ,action, but m no event shall ~t exceed 30 calendar days At the end of the suspension period, ~f CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full comphance status and prod all ehglble funds w~thheld or ~mpounded dunng the suspensmn period If however, CITY determines that CONTRACTOR has not come into eom- phanee, the prowmons of Seetmn 26 may be effectuated 26. TERMINATION A CITY may terminate ttus Agreement for cause under any of the following reasons or for other reasons not spemfically enumerated m th~s paragraph (1) CONTRACTOR's fmlure to attain comphance dunng any prescribed period of suspensmn as prowded m Sectmn 25 (2) CONTRACTOR's wolat~on of covenants, agreements or guarantees of th~s Agreement (3) Termination or reduction of funding by the United States Department of Housmg and Urban Development (4) Finding by CITY that CONTRACTOR (a) ~s in such unsatisfactory financml condition as to endanger perform- anco under th~s Agreement, (b) has allocated inventory to this Agreement substantxally exceedxng rea- sonable reqmrements, (c) ~s dehnquent in payment of taxes, or of costs of performance of thxs Agreement in the ordinary course of business 15 (5) Appointment of a trustee, receiver or liqmdator for all or substantial part of CONTRACTOR's property, or Institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section 24(D), of this Agree- ment (7) The commission of an act of bankruptcy (8) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination Snuultaneous notice of pending termination maybe made to other funding source specified in Exhibit B B CITY may terminate this Agreement for convenience at any time If this Agreement is terminated by CITY for convenience, CONTRACTOR will be pad an amount not to exceed the total of accrued expenditures as of the effective date of termination In no event will this com- pensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments prewously made C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR 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 de- fined in a contract between CONTRACTOR and the funding source In question CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other- wise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obhgatlons whatsoever incurred after the termination date hsted on the notice to terminate referred to an this paragraph E Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of hablhty to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reim- bursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined 16 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per- son(s), firm corporation or other entity agmnst CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY wltlun two wurkmg days after being notified of such claim, de- mand, suit or other action Such notice shall state the date and hour of notification of any such cloam, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered ther personally or by marl 28. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is con- tracting with CONTRACTOR as an independent contractor and that as such, CON- TRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resultmg in whole or in part from the performance or omission of any employee, agent or represen- tative of CONTRACTOR. B CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and habihty 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 contrac- tors. 29. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY B If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain m full force and effect and continue to conform to the original intent of both parties hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or fail- ure of CITY to insist in any one or more instances upon the terms and conditions of this Agree- 17 ment conmtute or be construed m any way to be a wmver by CITY of any breach of covenant or default wbach may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or omission ~n any manner ~mpmr or prejudme any right, power, pnwlege, or rem- edy avmlable to CITY to enforce ~ts rights hereunder, whmh rights, powers, privileges, or reme- dies are always spemfically preserved No representatave or agent of CITY may waive the effect of this promslon D Thru Agreement, together w~th referenced exhibits and attachments, constitutes the entire agreement between the part,es hereto, and any prior agreement, assertion, statement, un- derstandmg or other commitment antecedent to tins Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanchng, or other commitment occumng during the term of th~s Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed ~n writing, and ~f appropriate, rc- corded as an amendment of this Agreement 18 E In the event any disagreement or dispute should arise between the parties hereto per- tmmng to the interpretation or meaning of any part of thxs Agreement or its governing roles, codes, laws, orchnances or regulations, CITY as the party ultxmately responsible to HUD for matters of'compliance, will have the final authority to render or to secure an ~nterpretat~on F For purposes of fins Agreement, all officml commtmmat~ons and notices among the pames shall be deemed made xf sent postage prod to the parties and address set forth below TO CITY TO CONTRACTOR Clty Manager Director City of Denton Family Health Care, Inc 215 E McKtrmey St 513 South Locust Street Denton, Texas 76201 Denton, Texas 76201 G Th~s Agreement shall be interpreted in accordance w~th the laws of the State of Texas and venue of any htlgatlon concerning flus Agreement shall be in a court competent junschct~on s~tt~ng in Denton County, Texas ^ IN WITNESS OF WHICH thru Agreement has been executed on this the ~-q/--~ day of ~ ~O. d4'~7/~2 .1999 CITY OF DENTON MIt~HJkEL W ~, C~ I~ANAGER ATTEST, JENNIFER WALTERS, CITY SECRETARY / 19 FAMILY HEALTH CARE, INC DIRECTOR ATTEST 20 City of Denton - Community Development Division Qualifying Income Limits for Federally Assisted Programs ~ 1999-2000 Maximum Income Levele Family Moderate Income Low Income Very Low Income Extremely Low income Size 80% - 86% AMI 85% - 81% AMI 50% - 31%o AMI 30% & Below AMI 1 $32,600- $26,501 $26,500- $20,351 $20,350 $12,201 $12,200 or Below 2 $37,250 $30,251 $30,250-$23,301 $23,300 $13,951 $13,950 orBelow 3 $41,900 - $34,051 $34,050 - $26,201 $26,200 - $15,701 $15,700 or Below 4 $46,550-$37,851 $37,850-$29,101 $29,100 $17,451 $17,450 or Below 5 $50,300 - $40,851 $40,850 $31,451 $31,450 $18,851 $18,850 or Below 6 $54,000 - $43,901 $43,900 - $33,751 $33,750 - $20,251 $20,250 or Below 7 $57,750 $46,901 $46,900 - $36,101 $36,100 $21,651 $21,650 or Below 8 $61,450 - $49,951 $49,950 $38,401 $38,400 - $23,051 $23,050 or Below Source U S DepartmentofHous~ng and Urban Development Effechve October 1~ 1999 EXHIBIT "A" WORK STATEMENT FAMILY HEALTH CARE, INC Family Health Care, Inc will prowde prenatal care to non-Medmmd ehg~ble pregnant women who have financial d~fficult~es and are unable to afford prenatal care without some assistance A mlmmum of fifteen (15) women a month will be served through the prenatal program The servmes these women will receive will include ~mtml prenatal visit w~th h~story, physical, sonogram, lab work, and social worker assessment Chents will be prowded the opportumty to attend childbirth and parenthood classes Advanced Practice Nurses (APN) will provide chent care and consult w~th the supervising phy- sm~ans as appropriate The end result of tlus accessible prenatal care is a healthy, low risk or managed problem preg- nancy and delivery 22 EXHIBIT "B" BUDGET FAMILY HEALTH CARE, INC (PRENATAL CLINIC) lmt~al Visit $114 00 Return or,Postpartum $ 47 00 Ultrasound $105 00 Follow up Ultrasound $ 55 O0 Non-Stress Test $ 35 00 Numt~onist Vim $ 45 00 Case Management $ 35 00 Total Budget $20,000 00 23