1998-342AN ORDINANCE ACCEPTING COMPETITWE 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 # 2260 - PRENATAL PROGRAM FOR LOW-INCOME FAMILIES AWARDED TO
FAMILY HEALTH CARE INC, IN THE AMOUNT OF $20,000 00)
WHEREAS, the City has sohclted, received and tabulated competitive bids for the purchase
of necessary materials, eqmpment, supphes or services ~n accordance w~th the procedures of STATE
law and C~ty ordinances, and
WHEREAS, the C~ty Manager or a designated employee has rewewed and recommended
that the herein described b~ds are the lowest responsible b~ds for the materials, eqmpment, supphes
or services as shown ~n the "B~d Proposals" submitted therefore, and
WHEREAS, the C~ty Council has prowded in the C~ty Budget for the appropnat~on of funds
to be used for the purchase of the matenals, eqmpment, supphes or services approved and accepted
here~n, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the following competitive b~ds for materials, eqmpment, supphes, or
services, described m the "B~d Proposals" on file ~n the office of C~ty's Purchasing Agent filed
according to the bid number assigned hereto, are hereby accepted and approved as being the lowest
responsthle b~ds for such ~tems
BID ITEM
NUMBER NO, CONTRACTOR AMOUNT
2260 ALL FAMILY HEALTH CARE INC. $20,000.00
SECTION II That the acceptance and approval of the above competitive b~ds, the C~ty
accepts the offer of the persons submitting the b~ds for such items and agrees to purchase the
materials, eqmpment, supphes or services ~n accordance w~th the terms, spemficat~ons, standards,
quantities and for the spemfied sums contatned m the B~d Inmtatlons, B~d Proposals, and related
documents
SECTION III That the City and persons submitting approved and accepted ~tems and of the
submitted b~ds w~sh to enter into a formal wntten agreement as a result of the acceptance, approval,
and awarchng of the b~ds, the C~ty Manager or lus designated representative ~s hereby authorized to
execute the written contracts whmh shall be attached hereto, prowded that the written contract is ~n
accordance w~th the terms, con&t~ons, specfficatlons, standards, quantities and spemfied sums
contmned m the B~d Proposal and related documents herren approved and accepted
SECTION IV That by the acceptance and approval of the above competitive bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved b~ds or pursuant to a written contract made pursuant thereto as authorized herein
SECTION V That fins ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED th~s the rff0-~ day of~,1998
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
2260 FAMILY HEALTH CARE 1NC CONTRACT ORDINANCE
1998 - 1999
CDBG SERVICE
AGREEMENT BETWEEN THE CITY OF DENTON
AND FAMILY HEALTH CARE, INC
(Bid # 2260)
Tlus Agreement is made and entered into by and between the C~ty of Denton, a Texas
mumclpal corporation, actang by and through tts C~ty Manager, pursuant to ordinance, hereinafter
referred to as CITY, and Family Health Care Inc, 513 South Locust Street, Denton, Texas 76201,
a Texas non-profit corporation, hereinafter referred to as CONTRACTOR
WHEREAS, CITY has received certain funds fi.om the U S Department of Housing and
Urban Development under Title I of the Housing and Commumty Development Act of 1974, as
amended, and
WHEREAS, CITY has adopted a budget for such funds and included thereto an anthonzed
budget for expenditure of funds for Fatmly Health Care I_nc, and
WHEREAS, CITY has demgnated the Commumty Development Office as the division
responsible for the adm~mstrat~on oftlus Agreement and all matters pertalmng thereto, and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project,
NOW, THEREFORE, the part, es hereto agree, and by the execution hereof are bound to the
mutual obligations and to the performance and accomphshment of the conditions hereinafter
described
I.
TERM
Tlus Agreement shall commence on or as of October 1, 1998, and shall terminate on
September 30, 1999, unless sooner terminated m accordance with Section XXVI "Termination"
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsthlhty for the performance of all servmes and
actlwt~es described m the Work Statement attached hereto as Exhibit A, and ~ncorporated herein by
reference, m a satisfactory and efficient manner as determined by CITY, in accordance with the
terms hereto CITY will consider CONTRACTOR'S executive officer to be CONTRACTOR's
representatave responsible for the management of all contractual matters pertaunng hereto, unless
written notfficalaon to the contrary is received fi.om CONTRACTOR, and approved by CITY
The CITY's Commumty Development Administrator will be CITY's representative
responsible for the admlms~atlon of this Agreement
IlL
CITY'S OBLIGATION
A. Limit of Liability CITY will reimburse CONTRACTOR for expenses incurred
pursuant and in accordance with the project budget attached hereto as exhibit B and incorporated
hereto by reference Notw~thstan&ng any other prowsion of the Agreement, the total of all payments
and other obligations made or incurred by CITY hereunder shall not exceed the sum of $20,000
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 herein for all purposes as Extublt B, subject to the hnutatlons and
provisions set forth in this Section and Sectmn VII oftlus Agreement
(1) The parties expressly understand and agree that CITY's obligations under flus
Section are contingent upon the actual receipt of adequate Community Development Block
Grant (CDBG) funds to meet CITY's habthtaes under flus Agreement If adequate funds are
not available to make payments under tins Agreement, CITY shall notify CONTRACTOR
in writing witlun a reasonable time after such fact has been determined CITY may, at its
option, either reduce the amount of its hablhty, as specified in Subsection A oftlus Section
or terrmnate the Agreement IfCDBG funds ehgable for use for purposes of tins Agreement
are reduced, CITY shall not be hable for further payments due to CONTRACTOR under flus
Agreement
(2) It is expressly understood that flus Agreement in no way obligates the General
Fund or any other momes or ere&ts of the City of Denton
(3) CITY shall not be liable for any cost or portion thereofwhmh
(a) has been paid, reimbursed or is subject to payment or reimbursement,
from any other source,
(b) was mcurred prior to the begmmng date, or after the ending date specified
in Section I,
(c) is not in strict accordance with the terms of tbas Agreement, including all
exhibits attached hereto,
(d) has not been billed to CITY within ninety (90) calendar days following
bflhng to CONTRACTOR, or temunatlon of the Agreement, wbachever date
is earlier, or
(e) is not an allowable cost as defined by Section XI of tlus Agreement or the
project budget
2
(4) CITY shall not be hable for any cost or port~on thereof wbach as recurred with
respect to any act~vaty of CONTRACTOR requmng prior written authorization form CITY,
or after CITY has requested that CONTRACTOR funush data concemmg such actaon prior
tO proceeding further, unless and untal CITY adwses CONTRACTOR to proceed
(5) CITY shall not be obhgated or hable under tbas Agreement to any party other
than CONTRACTOR for payment of any momes or prowsaon of any goods or services
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A CONTRACTOR understands that funds prowded to ~t pursuant to this Agreement are
funds wbaeh have been made available to CITY by the Federal Government (U S Department of
Housing and Urban Development) under the Housmg and Communaty Development Act of 1974,
as amended, m accordance wath an approved Grant Appheatlon and specific assurances
Accordingly, CONTRACTOR assures and certafies that ~t will comply wath the requirements of the
Housmg and Commumty Development Act of 1974 (P L 93-383) as amended and w~th regulataons
promulgated thereunder, and cochfied at 24 CFR 570 The foregoing is m no way meant to constatute
a enmplcte compilation of all dutaes maposed upon CONTRACTOR by law or adrmmstrat~ve ruling,
or to narrow the standards wbach CONTRACTOR must follow
CONTRACTOR further accrues end certifies that ff the regulations and ~ssuances
promulgated pursuant to the Act are amended or rewsed, ~t shall comply w~th them, or notify CITY,
as provaded m Section XXIV ofttus Agreement
CONTRACTOR agrees to abade by the eondat~ons of and comply with the requirements of
the Office of Management and Budget Carculars Nos A-110 and A-122
B CONTRACTOR shall comply w~th all appheable federal laws, laws of the State of Texas
and ordinances of the C~ty of Denton
V.
REPRESENTATIONS
A CONTRACTOR assures and guarantees that at possesses the legal authority, pursuant to
any proper, appropriate and officaal motaon, resolution or action passed or taken, to enter ~nto th~s
Agreement
B The person or persons sagmng and exeeutmg this Agreement on behalf of
CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized
by CONTRACTOR to execute thas Agreement on behalf of CONTRACTOR and to validly and
legally band CONTRACTOR to all terms, performances and prowsaons hereto set forth
C CITY shall have the right, at its option, to either temporarily suspend or permanently
terminate ttus Agreement if there is a dispute as to the legal anthonty of either CONTRACTOR or
the person slgmng the Agreement to enter into tins Agreement CONTRACTOR is liable to CITY
for any money it has received from CITY for performance of the provisions of tins Agreement if
CITY has suspended or terminated this Agreement for the reasons enumerated in tins Section
D CONTRACTOR agrees that the funds and resoumes provided CONTRACTOR under the
terms of tins 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 winch would have been
available to, or provided through, CONTRACTOR had this Agreement not been executed
VI.
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 Extuint A, utlhzmg the funds described in Exinint B, attached hereto and incorporated
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 m aeeordanee with
all other terms, provisions and requirements of tins Agreement
No mochfieatlons or alterations may be made in the Work Statement without the prior written
approval of the City's Commumty Development Adrmmstrator
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum
mount of money totaling $20,000 for services rendered under tins Agreement CITY will pay these
funds on a reunbursement basis to the CONTRACTOR w~tinn twenty days after CITY has received
supporting documentation CONTRACTOR's failure to request reimbursement on a timely basis
may jeopardize present or future funding
Funds are to be used for the sole purpose of providing prenatal care to indigent persons
B. Excess Payment. CONTRACTOR shall refund to CITY witinn ten (10) worlang days of
CITY's request, any sum of money winch has been paid by CITY and which CITY at any time
thereafter determines
(1) has resulted in overpayment to CONTRACTOR, or
(2) has not been spent strictly in accordance with the terms of this Agreement, or
(3) is not supported by adequate documentation to fully justify the expenditure
4
C. Disallowed Costs. Upon terminated of flus Agreement, should any expense or change for
wluch payment has been made be subsequently d~sallowed or disapproved as a result of any auditing
or momtonng by CITY, the Department of Housing and Urban Development, or any other Federal
agency, CONTRACTOR wtll refund such mount to CITY w~thm ten (10) working days of a written
notice to CONTRACTOR, wluch spe¢ffies the amount disallowed
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 dewate from
CONTRACTOR's prowslon of a correspondang level of performance, as specified m Exinb~t A,
CITY hereby reserves the right to reappropnate or recapture any such underexpended funds
E. Contract Close Out CONTRACTOR shall subnut the Agreement close out package to
CITY, together with a final expenditure report, for the t~me period covered by the last mvmce
requesting retmbursement of funds under flus Agreement, v~thln fifteen (15) working days followang
the close of the Agreement period CONTRACTOR shall utlhze the form agreed upon by CITY and
CONTRACTOR
VIII
WARRANTIES
CONTRACTOR represents and warrants that
A All reformation, reports and data heretofore or hereafter requested by CITY and furmshed
to CITY, are complete and accurate as of the date shown on the mformatmn, data, or report, and,
s~nce that date, have not undergone any s~gmficant change without written nottce to CITY
B Any supporting financial statements heretofore requested by CITY and furmshed to
CITY, are complete, accurate and foarly reflect the financial condition of CONTRACTOR on the
date shown on smd report, and the results of the operation for the period covered by the report, and
that s~nce smd date, there has been no material change, adverse or otherwise, m the financial
cond~tion of CONTRACTOR
C No httgatlon or legal proceedings are presently pending or threatened agmnst
CONTRACTOR
D None of the prowslons herem contravenes or is m conflict with the authority under wluch
CONTRACTOR IS doing business or w~th the provisions of any ex~stlng indenture or agreement of
CONTRACTOR
E CONTRACTOR has the power to enter into th~s Agreement and accept payments
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
conditions ofth~s Agreement
F None of the assets of CONTRACTOR ~s subject to any hen or encumbrance of any
character, except for current taxes not dehnquent, except as shown m the fmancml statements
furmshed by CONTRACTOR to CITY
Each of these representations and warrant~as shall be contmmng and shall be deemed to have
been repeated by the submission of each request for payment
IX.
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 pnor wntten consent of the
Commumty Development Adm~mstrator or her authonzed representative
(1) Mortgage, pledge, or othervwse encumber or suffer to be encumbered, any of the
assets of CONTRACTOR now owned or hereal~er acqmred by ~t, or penmt any pre-ex~stmg
mortgages, hens, or other encumbrances to remain on, or attached to, any assets of
CONTRACTOR winch are allocated to the performance of tins Agreement and w~th respect
to winch CITY has ownersinp hereunder
(2) Sell, assign, pledge, transfer or otherwise d~spose of accounts receivables, notes
or claims for money due or to become due
(3) Sell, convey, or lease all or substantial part of~ts assets
(4) Make any advance or loan to, or ~ncur any hab~hty for any other firm, person,
entity or corporation as guarantor, surety, or accommodation endorser
(5) Sell, donate, loan or transfer any eqmpment or ~tem of personal property
purchased wtth funds prod to CONTRACTOR by CITY, unless CITY authonzes such
transfer
B Should CONTRACTOR use funds received under tins Agreement to acqmre or ~mprove
real property under CONTRACTOR's control, CONTRACTOR agrees and covenants
(1) That the property shall be used to meet one of the national obJect,yes stated ~n 24
CFR 570 until August 31, 2006
(2) That should CONTRACTOR transfer or otherwise d~spose of sa~d property on
or before August 31, 2006, CONTRACTOR shall reimburse CITY ~n the amount of the fanr
market value of tins property less any port~on of the value attributable to expenditures of
non-CDBG funds for acqmsmon of, or ~mprovement to, the property
C CONTRACTOR agrees, upon written request by CITY, to reqmre ~ts employees to attend
tra~ang sessions sponsored by the Commumty Development Office
6
X.
ALLOWABLE COSTS
A Costs shall be considered allowable only ~f recurred directly and spemfically m the
performance of and m comphance with ttus Agreement and m conformance w~th the standards and
prows~ons ofExlub~ts A and B
B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written
approval, even though certmn ~tems may appear hereto CITY's prior written authorization is
required m order for the following to be considered allowable costs
(1) Encumbrances or expenchtures dunng any one month period wtuch exceeds one-
fifth (1/5) of the total budget as specffied ~n Erdub~t B
(2) CITY shall not be obhgated to any third part, es, ~ncludmg any subcontractors of
CONTRACTOR, and CITY funds shall not be used to pay for any contract serwce extending
beyond the exp~ratton of this Agreement
(3) Out of town travel
(4) Any alterations or relocation of the facilities on and m which the activities
specffied m Extub~t A are conducted
(5) Any alterations, deletmns or additions to the Personnel Schedule incorporated ~n
Exlub~t B
(6) Costs or fees for temporary employees or services
(7) Any fees or payments for consultant serwces
(8) Fees for attending out of town meetings, seminars or conferences
Written requests for prior approval are CONTRACTOR's responsibility and shall be made
within sufficient t~me to permit a thorough review by CITY CONTRACTOR must obtmn written
approval by CITY prior to the commencement of procedures to sohc~t or purchase servmes,
eqmpment, or real or personal property Any procurement or purchase wbach may be approved under
the terms ofth~s Agreement must be conducted m ~ts entirety m accordance w~th the prows~ons of
th~s Agreement
7
PROGRAM INCOME
A For purposes of th~s Agreement, program ~ncome means earmngs of CONTRACTOR
real,zed from act~vmes resulting from th~s Agreement or from CONTRACTOR's management of
funding proxaded or recewed hereunder Such earnings include, but are not 1Lmlted to, raceme from
interest, usage or rental or lease fees, income produced from contract-supported servmes of
~nd~wduals or employees or from the use or sale of eqmpment or facd~t~es of CONTRACTOR
prowded as a result of th~s Agreement, and payments from chents or third part, es for services
rendered by CONTRACTOR under ttus Agreement
B CONTRACTOR shall maintain records of the receipt and d~sposmon ofpmgram raceme
m the same manner as reqmred for other contract fimds, and reported to CITY ~n the format
prescribed by CITY CITY and CONTRACTOR agree, based upon adwce received from
representatwes of the U S Department of Housing and Urban Development (HUD), that any fees
collected for servmes performed by CONTRACTOR shall be spent only for servme proms~on These
fees or other program raceme wall be deducted from the regular reimbursement request
C CONTRACTOR shall include tlns Section m ~ts enUrety m all of~ts sub-contracts winch
~nvolve other raceme-producing sermces or act~wt~es
D It ~s CONTRACTOR'S respons~bdlty to obtmn from CITY a prior determination as to
whether or not raceme arising d~rectly or mdtreetly from ttus Agreement, or the performance thereof,
constitutes program raceme CONTRACTOR ~s responsible to CITY for the repayment of any and
all amounts detenmned by CITY to be program raceme, unless otherwise approved m writing by
CITY
XII.
MAINTENANCE OF RECORDS
A CONTRACTOR agrees to mmntmn records that wall prowde accurate, current, separate,
and complete thsclosure &the status of the funds received under tins Agreement, m comphance w~th
the provisions of Exhibit B, attached hereto, and w~th any other apphcable Federal and State
regulations estabhstnng standards for financml management CONTRACTOR's record system shall
contmn sufficient documentation to pmwde m detml full support and justfficaUon for each
expenditure Notlung m thls Sectlon shall be construed to reheve CONTRACTOR of fiscal
accountabd~ty and habdlty under any other prows~on of th~s Agreement or any apphcable law
CONTRACTOR shall include the substance of th~s prows~on ~n all subcontracts
B CONTRACTOR agrees to retmn all books, records, documents, reports, and written
accounting procedures pertmmg to the operation of programs and expenditures of funds under ttus
Agreement for the period of time and under the cond~Uons specffied by CITY
C Notlung ~n the above subseettons shall be construed to reheve CONTRACTOR of
responsthihty for retmmng accurate and current records which clearly reflect the level and benefit
of services prowded under thts Agreement
8
D At any reasonable time and as ot~en as CITY may deem necessary, the CONTRACTOR
shall make available to CITY, HUD, or any of their authorized representatives, all of its records and
shall pemut CITY, HUD, or any of their authonzed representatives to audit, examine, make excerpts
and copies of such records, and to conduct audits of all contracts, lnvomee, materials, payrolls,
records of personnel, conditions or employment and all other data requested by smd representataves
XIIIo
REPORTS AND INFORMATION
At such tames and in such form as CITY may require, CONTRACTOR shall furmsh such
statements, records, data and information as CITY may request and deem pertinent to matters
covered by this Agreement
CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less
than once each three months The beneficiary report shall detail client mformataon, including race,
income, female head of household and other stamtlCS required by CITY The financial report shall
include mformataon and data relative to all pmgrammatac and financial reporting as of the begamlng
date specified in Section I ofthls Agreement
Unless a written exemption has been granted by the CITY, CONTRACTOR shall subnut an
audit conducted by independent examiners wltlun ten (10) days after receipt of such
XIV.
MONITORING AND EVALUATION
A CITY shall perform on-site momtonng of CONTRACTOR's performances under this
Agreement
B CONTRACTOR agrees that CITY may carry out momtonng and evaluation actlwtles to
ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and ObJectives,
which are attached hereto as Exhibit A, as well as other provisions of this Agreement
C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation
and maintenance of record-keeping systems and to provide data determined by CITY to be necessary
for CITY to effectively fulfill its momtonng 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 w~th a written
report of momtonng findings
9
F. CONTRACTOR shall subrmt copies of any fiscal, management, or audit reports by any
of CONTRACTOR's funding or regulatory bodaes to CITY wathm five (5) worlang days of receipt
by CONTRACTOR
XV.
DIRECTORS' MEETINGS
Dunng the terms of tins Agreement, CONTRACTOR shall cause to be delivered to CITY
copies of all notices of meetings of ItS Board of Directors, setting forth the tame and place thereof
Such not,ce shall be delivered to CITY m a ttmely manner to g~ve adequate notice, and shall include
an agenda and a brief description of the matters to be d~scussed CONTRACTOR understands and
agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings
Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY
wittun ten (10) working days of approval
XVI.
INSURANCE
A CONTRACTOR shall observe sound busaness practices with respect to provading such
bonding and ~nsurance as would provide adequate coverage for sennces offered under fins
Agreement
B The premises on and m whtch the activities described m Exhtbat A arc conducted, and the
employees conducting these activities, shall be covered by premise hablllty insurance, commonly
referred to as "Owner/Tenant" coverage with CITY named as an addat~onal insured Upon request
of CONTRACTOR, CITY may, at its sole discretion, approve alternate ansurance coverage
arrangements
C CONTRACTOR will comply with applicable workers' compensation statues and will
obtmn employers'liability coverage where available and other appropriate habflity coverage for
program participants, if applicable
D CONTRACTOR will m0antam adequate and continuous habahty insurance on all velucles
owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are rcqutred
to drive a vetucle In the normal scope and course of their employment must possess a vahd Texas
driver's license and automobile liability ~nsurance Evidence of the employee's current possession
of a valid license and insurance must be mamtained on a current bas~s in CONTRACTOR's files
E Actual losses not covered by insurance as reqmred by flus Section are not allowable costs
under th~s Agreement, and remain the sole respons~blhty of CONTRACTOR
F The policy or policxes of insurance shall contain a clause which reqmres that City and
Contractor be notified m writing of any cancellatmn of change ~n the pohcy at least tbarty (30) days
prior to such change or cancellation
10
XVII.
EQUAL OPPORTUNITY
A CONTRACTOI~ shall submit for CITY's approval, a written plan for compliance with
the Equal Employment and Affmuative Action Federal provisions, witinn tinrty (30) days of the
effective date of tins Agreement
B CONTRACTOR shall comply with all applicable equal employment oppormmty and
affirmative action laws or regulations
C CONTRACTOR will furmsh all reformation and repo~s requested by the CITY, and will
permit access to its books, records, and accounts for purposes of investigation to ascertain
comphance with local, state and Federal rules and regulations
D In the event of CONTRACTOR's non-comphance with the non-d~scnnnnatlon
requirements, CITY may cancel or terminate the Agreement in whole or in part, and
CONTRACTOR may be barred fi.om further euntracts w~th CITY
XVIII
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and shall be avmlable for
examination Such personnel policies shall
A Be no more liberal than CITY's personnel policies, procedures, and practices, including
policies with respect to employment, salary and wage rates, working hours and holidays, fnnge
benefits, vacation and sick leave privileges, and travel, and
B Be in wntmg and shall be approved by the governing body of CONTRACTOR and by
CITY
XIX
CONFLICT OF INTEREST
A CONTRACTOR covenants that neither ~t nor any member of its governing body presently
has any interest, d~rect or indirect, winch would conflict m any manner or degree with the
performance of services required to be performed under this Agreement CONTRACTOR further
covenants that in the performance of tins Agreement, no person having such interest shall be
employed 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 in or use Ins position for a purpose that is or
gives the appearance of being motivated by demre for pnvate gain for himself, or others, pamcularly
those with winch he has rarely, business, or other ties
11
C No officer, member, or employee of CITY and no member of its govermng body who
exercises any function or responslbfllttes m the review or approval of the undertaking or canymg
out of tins Agreement shall (1) participate m any decision relating to the Agreement which affects
is personal interest or the mterest m any corporation, parmersinp, or assomatton m wbach he has
direct or redirect interest, or (2) have any interest, chrect or indirect, in flus Agreement or the
proceeds thereof
NEPOTISM
CONTRACTOR shall not employ in any prod capacity any person who as a member of the
immediate farmly of any person who ts currently employed by CONTRACTOR, or ts a member of
CONTRACTOR's governing board The term "member of lmmedtate family" mcludes wife,
husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-
parent, step-child, half-brother and half-sister
XXI.
POLITICAL OR SECTARIAN ACTIVITY
A None of the performance rendered hereunder shall involve, and no portion of the funds
recetved by CONTRACTOR hereunder shall be used, etther directly or indirectly, for any political
acttvlty (mcluchng, but not hmtted to, an acttvlty to further the electron or defeat of any candidate
for pubhc office) or any actlwty undertaken to influence the passage, defeat or final content of
leglslaUon
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
construction, operatton, maintenance or admmlstratton, or be utlhzed so as to benefit tn any manner
any sectarian or religious facfltty or actiwty
XXII
PUBLICITY
A Where such action ts appropriate, CONTRACTOR shall publicize the activities conducted
by CONTRACTOR under ttus Agreement In any news release, sign, brochure, or other advertising
medium, d~ssemlnatlng mformatton prepared or distributed by or for CONTRACTOR, the
adverhsmg medtum shall state that the U S Department of Housing and Urban Development's
Commumty Development Block Grant Program funding through the City of Denton has made the
project possthle
B All published material and written reports subnutted under flus project must be originally
developed matonal unless otherwtse spemfically 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 provmon ts applicable when the material is in a verbatim or extensive
paraphrase format
12
All pubhshed material submatted under flus project shall anclude the following reference on
the front cover or tatle page
Tins document ~s prepared xn accordance wxth the Caty of Denton's Commumty
Development Block Grant Program, w~th funding receaved from the Umted States
Department of Housang and Urban Development
C All reports, documents, studies, charts, schedules, or other appended documentataon to
any proposal, content ofhasac proposal, or contracts and any responses, mqumes, correspondence
and related material subrmtted by CONTRACTOR shall become the property of CITY upon recexpt
XXIII
FUNDING APPLICATIONS
CONTRACTOR agrees to not~fy CITY each tame CONTRACTOR is prepanng or
submitting any apphcatxon for fimdang m accordance wxth the following procedures
A When the apphcataon is m the planning stages, CONTRACTOR shall submat to CITY a
descnptaon of the funds being apphed for, and the proposed use of funds
B Upon award of or notxce of award, wtuchever as sooner, CONTRACTOR shall not~fy
CITY of anch award and the effect, ffany, of such fandmg on the funds and program(s) contracted
hereunder Such notace shall be submatted to CITY, m wntxng, wathan ten (10) worlang days of
receapt of the notme of award or funding award by CONTRACTOR, together wath copaes of the
budget, program descnptaon, and Agreement
C CONTRACTOR shall not use funds prewded hereunder, whether directly or indirectly,
as a contribution, or to prepare apphcattons to obtmn any federal or private funds under any federal
or private program wxthout the prior written consent of CITY
XXIV
CHANGES AND AMENDMENTS
A Any alterations, adchtaons, or deletxons to the terms of flus Agreement shall be by written
amendment executed by both partaes, except when the terms of thru Agreement expressly promde
that another method shall be used
B CONTRACTOR may not make transfers between or among approved hneqtems w~flun
budget categories set forth m Exinblt B without prior written approval of CITY CONTRACTOR
shall request, m writing, the budget revtsaon xn a form prescribed by CITY, and such request for
rewsxon shall not increase the total monetary obhgatxon of CITY under flus Agreement In adchtxon,
budget rexasxons cannot mgraficantly change the nature, xntent, or scope of the program funded under
flus Agreement
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C CONTRACTOR will subrmt rexqsed budget and program mformatton, whenever the level
of funding for CONTRACTOR or the program(s) described herein is altered according to the total
levels contained m any portton of Exlublt B
D It is understood and agreed by the parties hereto that changes m the State, Federal or local
laws or regulattons pursuant hereto may occur dunng the term of thts Agreement Any such
mo~hficatlons are to be automatically m¢orporatext rote fins Agreement wtthout written amendment
hereto, and shall become a part of the Agreement on the effecttve date specified by the law or
regulation
E CITY may, fi.om ttme to ttme during the term of the Agreement, request changes m
Exhibit A wluch may include an increase or decreased tn the amount of CONTRACTOR's
compensation Such changes shall be incorporated tn a written amendment hereto, as provided tn
Subsection A oftlus Sectton
F Any alterations, deletion, or additions to the Contract Budget Detml incorporated tn
Exlublt B shall require the prior written approval of CITY
G CONTRACTOR agrees to notify CITY of any proposed change tn physical location for
work performed under fins Agreement at least tturty (30) calendar days in advance of the change
H CONTRACTOR shall notify CITY of any changes in personnel or govermng board
composition
I It is expressly understood that neither the performance of Exlublt A for any program
contracted hereunder nor the transfer of funds between or among smd programs will be permitted
SUSPENSION OF FUNDING
Upon determmat~on by CITY of CONTRACTOR's failure to timely and properly perform
each of the reqmr~ments, time conditions and duttes provtded herein, CITY, w~thout hmttmg any
rights it may otherwise have, may, at its dlseretmn, and upon ten (10) workmg days written notice
to CONTRACTOR, withhold further payments to CONTRACTOR Such notice may be given by
marl to the Executive Officer and the Board of Dtreetors o£ CONTRACTOR The nottee shall set
forth the default or failure alleged, and the action reqmred for cure
The period of such suspension shall be of such duration as ts appropriate to accomplish
corrective action, but tn no event shall it exceed thirty (30) calendar days At the end of the
suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR.
may be restored to full compliance stares and paid all ehg~ble funds wttb. held or unpounded dunng
the suspension period If however, CITY determines that CONTRACTOR. has not come into
eomphance, the provisions of SECTION XXVI may be effectuated
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TERMINATION
A CITY may termmate ttus Agreement for cause under any of the following reasons or for
other reasons not specifically enumerated in flus paragraph
(1) CONTRACTOR's fmlure to attoan eomphance dunng any prescribed period of
suspension as prowded in Section XXV
(2) CONTRACTOR's wolatmn of covenants, agreements or guarantees of this
Agreement
(3) Termmatmn or reduction of funding by the Umted States Department of Housing
and Urban Development
(4) Finding by CITY that CONTRACTOR
(a) ~s ~n such unsatisfactory financial condition as to endanger performance
under tins Agreement,
(b) has allocated inventory to th~s Agreement substantially exceeding
reasonable requirements,
(c) ~s dehnquent m payment of taxes, or of costs of performance of th~s
Agreement ~n the ordinary course of business
(5) Appointment of a trustee, receiver or hquidator for all or substantml part of
CONTRACTOR's property, or mst~tut~on of bankruptcy, reorgamzat~on, rearrangement of
or llquidatmn pmeeedangs by or against CONTRACTOR
(6) CONTRACTOR's inability to conform to changes required by Federal, State and
local laws or regulations as pmwded m Sectmn IV, and Section XXIV (D), of th~s
Agreement
(7) The eomm~ssmn of an act of bankruptcy
(8) CONTRACTOR's vaolat~on of any law or regulation to which CONTRACTOR
~$ bound or shall be bound under the terms of the Agreement
CITY shall promptly not~fy CONTRACTOR m writing of the decision to termanate and the
effeetave date of termination S~multaneous not, ce of pending termlnataon maybe made to other
funding source specified m Exlub~t B
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B CITY may terminate this Agreement for convemence at any nme If this Agreement is
terminated by CITY for convemence, CONTRACTOR will be prod an mount not to exceed the total
of accrued expenditures as of the effecttve date of termmanon In no event will tins compensation
exceed an mount wluch 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
previously made
C CONTRACTOR may temunate ttus Agreement in whole or In part by written notice to
CITY, If a termmanon of outside funding occurs upon which CONTRACTOR depends for
performance h~reunder CONTRACTOR may opt, wlthm the hmItanons ofttus Agreement, to seek
an altemaUve 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 CONTRACTOR and the funding source in question
CONTRACTOR may terminate flus Agreement upon the chssolunon of CONTRACTOR's
orgamzataon not occasioned by a breach of this Agreement
D Upon receipt of nonce to terminate, CONTRACTOR shall cancel, w~thdraw or otherwise
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 obligations whatsoever Incurred after the termination date listed on the notice to
terminate referred to an this paragraph
E NotwlthStanchng any exercise by CITY of its right of suspension or termination,
CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by vtrtue
of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reimbursement
to CONTRACTOR until such time as the exact amount of damages due to CITY from
CONTRACTOR IS agreed upon or otherwise detormmed
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any elmm, demand, stat or other actmn is made or brought by any person(s),
firm corporation or other enmy against CONTRACTOR, CONTRACTOR shall give written nonce
thereof to CITY within two (2) working days after being notified of such clmm, demand, suit or
other aefiun Such notice shall state the date and hour ofnonficanon of any such clan'n, demand, suit
or other action, the names and addresses of the person(s), finn, corporation or other entity making
such elatm, or that msntuted or threatened to institute any type of aenon or proceeding, the basis of
such clatm, action or proceeding, and the name of any person(s) against whom such elmm is being
made or threatened Such written notice shall be delivered either personally or by mml
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XXVIII
INDEMNIFICATION
A It xs expressly understood and agreed by both pames hereto that CITY is contracting with
CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold
CITY, ~ts officers, agents and employees harmless from all habfl~ty of any nature or kind, including
costs and expenses for, or on account of, any claims, audit exceptions, demands, stats or damages
of any character whatsoever resulting m whole or ~n part from the performance or om~ssion of any
employee, agent or representative of CONTRACTOR
B CONTRACTOR agrees to provide the defense for, and to ~ndemmfy and hold harmless
CITY ~ts agents, employees, or contractors from any and all clauns, stats, causes of action, demands,
damages, losses, attorney fees, expenses, and llablhty arising out of the use of these contracted funds
and program admlmstrataon and implementation except to the extent caused by the willful act or
om~ss~on of CITY, ~ts agents, employees, or contractors
XXIX.
MISCELLANEOUS
A CONTRACTOR shall not transfer, pledge or otherwise assign flus Agreement or any
interest thereto, or any claim arising thereunder, to any party or parties, bank, trust company or other
financial mstltUt~on without the prior written approval of CITY
B If any provision of tbas Agreement is held to be mvahd, illegal, or unenforceable, the
remmmng prows~ons 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 failure
of CITY to insist m any one or more instances upon the terms and conditions of this Agreement
constxtute 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 cormmtted by CONTRACTOR Neither shall such payment, act,
or om~smon m any manner ~mpmr or prejudice any right, power, privilege, or remedy available to
CITY to enforce ~ts rights hereunder, whtch rights, powers, privileges, or remeches are always
specffically preserved No representative or agent of CITY may waive the effect of this prowslon
D Ttus Agreement, together w~th referenced exhibits and attachments, constitutes the enttre
agreement between the parties hereto, and any prior agreement, assertion, statement, understanding
or other commitment antecedent to thru Agreement, whether written or oral, shall have no force or
effect whatsoever, nor shall an agreement, assertton, statement, understanchng, or other comment
occurnng dunng the term of th~s Agreement, or subsequent thereto, have any legal force or effect
whatsoever, unless properly executed m writing, and if appropriate, recorded as an amendment of
thrs Agreement
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E In the event any &sagreement or chspute should arise between the part, es hereto pertaining
to the interpretation or meaning of any part of tins Agreement or ~ts governing rules, codes, laws,
ordinances or regulations, CITY as the party ulttmately responsible to HUD for matters of
comphance, will have the final anthonty to render or to secure an ~nterpretat~on
F For purposes of this Agreement, all official commumcattons and notmes among the part,es
shall be deemed made ffsent postage prod to the part,es and address set forth below
TO CITY TO CONTRACTOR
C~ty Manager D~rector
C~ty of Denton Family Health Care, Inc
215 E MeKlnney St 513 South Locust
Denton, Texas 76201 Denton, Texas 76201
G Tlus Agreement shall be interpreted m accordance wah the laws of the State of Texas and
venue of any lmgatton coneermng tbas Agreement shall be ~n a court competent j unschct~on s~ttmg
in Denton County, Texas
t~fi2~9IN WITNESS OF WHICH fins Agreement has been executed on th, s the ~d~day of
t~-_d~ .1998
CITY OF DENTON
ATTEST ' ~'II,,~AELft~ SE~Ig¥
JENNIFER WALTERS, CITY SECI~TARY
APPROVED AS TO LEGAL FORM
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FAMILY HEALTH CARE, INC
DIRECTOR "~
ATTEST
B ffAJR~ SECRETARf~
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City of Denton - Community Development Division
Qualifying Income Limits for Federally Assisted Programs
FY 1998-99
Maximum Income Levels
Family Moderate Income Low Income Vary Low Income Extremely Low Income
Size 80% - 66% AMI 65% - 5'1% AMI 50% - 31% AMI 30% & Below AMI
1 $30,450 - $24,751 $24,750 - $19,051$19,050 - $11,401 $11,400 or Below
2 $34,800 - $28,301 $28,300 - $21,751$21,750 - $13,051 $13,050 or Below
3 $39,150 - $31,851 $31,850 - $24,501$24,500 - $14,701 $14,700 or Below
4 $43,500 - $35,351 $35,350 - $27,201$27,200 - $16,301 $16,300 or Below
5 $47,000 - $38,201 $38,200 - $29,401$29,400 - $17,651 $17,650 or Below
6 $50,500 - $41,001 $41,000 - $31,551$31,550 - $18,951 $18,950 or Below
7 $57,450 - $46,651 $43,900 - $33,751$33,750 - $20,251 $20,250 or Below
8 $55,250 - $44,851 $46,650 - $35,901$35,900 - $21,551 $21,550 or Below
Soume U S Department of Housing and Urban Development
Effecttve October 1, 1998
2O
EXHIBIT "B"
BUDGET
FAMILY HEALTH CARE, INCORPORATED
(PRENATAL CLINIC)
Imtml V~s~t $114 O0
Return or Postpartum $ 47 00
Ultrasound $105 00
Follow up Ultrasound $ 55 00
Non-Streas Test $ 35 00
Numttomst V~s~t $ 45 00
Case Management $ 35 00
Case Management (phone) $ 12 00
Total Budget $20,000
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EXHIBIT "A"
WORK STATEMENT
FAMILY HEALTH CARE, INC
Family Health Care, Inc (FHC) currently provides prenatal care to non-Med~cmd ehgxble
pregnant women These chents have financial d~fficult~es and are unable to afford prenatal care
w~thout some aas~stance Approximately twenty (20) women a month are enrolhng m FHC"
prenatal program The landing that was allotted for FY 1998-1999 will not be sufficient to assist
all of these woman
The services these women will receive include ~mt~al prenatal v~s~t w~th history, physical,
sonogram, lab work, and social worker assessment Chents are provided the opportumty to attend
childbirth and parenthood classes Advanced Practice Nurses (APN) will provide chent care and
consult w~th the supervising phys~clans as appropriate Emergency Medicaid will pay for their
dehvery at the hospatal of their choaee by the physician on call
The end result of this accessible prenatal care ~s a healthy, low risk or managed problem
pregnancy and dehvery
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