1993-222E:\NPDOCS\ORD\NTEX.COM
ORDINANCE NO. QO-ZZZ
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
NORTH TEXAS COMMUNITY CLINICS, INCORPORATED; AUTHORIZING THE MAYOR
TO EXECUTE THE AGREEMENT; APPROVING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council has determined that it is in the best
interest of the citizens of the city to provide public funds to
North Texas Community Clinics, Incorporated in consideration of the
valuable public services to be furnished by North Texas Community
Clinics, Incorporated, through the Denton County Prenatal Clinic
Program, to the City of Denton in accordance with the Agreement
attached hereto; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council hereby approves the Agreement
attached hereto, between the City of Denton and North Texas
Community Clinics, incorporated, and authorizes the Mayor to
execute said Agreement.
SECTION II. That the City Council authorizes the expenditure
of funds in the amount of Thirty-five Thousand and no/100 Dollars
($35,000.00), and in the manner as specified in the Agreement.
SECTION III. That this ordinance shall become effective immed-
iately upon its passage and approval. ^
PASSED AND APPROVED this the ZZh day of 1!/0 ~ 1993.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY :
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY:
AAAOODF3
AGREEMENT BETWEEN THE CITY OF DENTON
AND NORTH TEXAS COMMUNITY CLINICSP INCORPORATED
This Agreement is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
Mayor, pursuant to ordinance, hereinafter referred to as CITY, and
North Texas Community Clinics, Incorporated, 121 Piner Street, P.O.
Box 2780, Denton, Texas 76202, 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 authorized budget for expenditure of funds for the
Denton County Prenatal Clinic; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pertaining 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.
I.
TERM
This Agreement shall commence on or as of October 1, 1993, and
shall terminate on September 30, 1994, unless extended by the City.
Requests for extension must be in writing and are to be submitted
to the Community Development office on or before the Agreement
termination date.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
CITY will consider CONTRACTOR'S executive officer to be CONTRAC-
TOR's representative responsible for the management of all contrac-
tual matters pertaining hereto, unless written notification to the
contrary is received from CONTRACTOR, and approved by CITY.
The CITY'S Community Development Administrator will be CITY's
representative responsible for the administration of this Agree-
ment.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding and other
provision of the Agreement, the total of all payments
obligations made or incurred by CITY hereunder shall not exceed the
sum of $35,000.00.
B. Measure of Liability. In consideration of full and satis-
factory 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 Exhibit B, subject to the
limitations and provisions set forth in this Section and Section
VII 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 within a
reasonable time after such fact has been determined. CITY may,
at its option, either reduce the amount of its liability, as
specified in Subsection A of this Section or terminate the
Agreement. If CDBG funds eligible 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 which:
(a) has been paid, reimbursed or is subject to
payment or reimbursement, from any other source;
(b) was incurred prior to the beginning date, or
after the ending date specified in Section I;
(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 thirty
(30) calendar days following billing to CONTRAC-
TOR, or termination of the Agreement, whichever
date is earlier; or
PAGE 2
(e) is not an allowable cost as defined by Sec-
tion XI of this Agreement or the project budget.
(4) CITY shall not be liable for any cost or portion there-
of which is incurred with respect to any activity of CONTRACTOR
requiring prior written authorization from CITY, or after CITY
has requested that CONTRACTOR furnish data concerning such
action prior to proceeding further, unless and until CITY
advises CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this Agree-
ment to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant
to this Agreement are funds which have been made available 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 with an approved Grant Application
and specific assurances. Accordingly, CONTRACTOR assures and
certifies that it will comply with the requirements 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.
The foregoing is in no way meant to constitute a complete compila-
tion of all duties imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or notify CITY, as provided in
Section XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply with
the requirements of the office of Management and Budget Circulars
Nos. A-110 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton.
V.
REPRESENTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Agreement.
B. The person or persons signing and executing this Agreement
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
PAGE 3
she, or they have been fully authorized by CONTRACTOR to execute
this Agreement on behalf of CONTRACTOR and to validly and legally
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 signing the Agreement to enter into this Agreement.
CONTRACTOR is liable to CITY for any money it has received from
CITY for performance of the provisions of this Agreement if CITY
has suspended or terminated this Agreement for the reasons
enumerated in this Section.
D. 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 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
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Agreement.
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Community
Development Administrator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the
CONTRACTOR a maximum amount of money totaling $35,000 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 failure to
request reimbursement on a timely basis may jeopardize present or
future funding.
Funds are to be used for the sole purpose of paying the salary
and benefits for a nurse-midwife as shown in the Budget, Exhibit B.
PAGE 4
B. Excess Payment. CONTRACTOR shall refund to CITY within ten
(10) 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 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.
C. Disallowed Costs. Upon termination of the Agreement,
should any expense or charge for which payment has been made be
subsequently disallowed or disapproved as a result of any auditing
or monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten (10) working days of a written notice to
CONTRACTOR, which specifies the amount disallowed.
Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligation of Funds. In the event that actual expendi-
ture rates deviate from CONTRACTOR's provision of a corresponding
level of performance, as specified in Exhibit A, CITY hereby
reserves the right to reappropriate or recapture any such under-
expended 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 this Agreement, within fifteen (15)
working days following the close of the Agreement period. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR.
At the termination of the Agreement, all unclaimed (30 days or
older) salaries or wages must be returned to CITY in the following
format:
(1) A cashier's check for the net aggregate amount payable
to the City of Denton;
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
PAGE 5
A. All information, reports and data heretofore or hereafter
requested by CITY and furnished to CITY, are complete and accurate
as of the date shown on the information, data, or report, and,
since that date, have not undergone any significant change without
written notice to CITY.
B. Any supporting financial statements heretofore requested by
CITY and furnished to CITY, are complete, accurate and fairly
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 said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending or
threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in conflict
with the authority under which CONTRACTOR is doing business or with
the provisions of any existing indenture or agreement of CONTRAC-
TOR.
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 conditions 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
delinquent, except as shown in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
A. During the period of time that payment may be made here-
under and so long as any payments remain unliquidated, CONTRACTOR
shall not, without the prior written consent of the Executive
Director of Planning and Development or his authorized representa-
tive:
(1) Mortgage, pledge, or otherwise encumber or suffer to be
encumbered, any of the assets of CONTRACTOR now owned or here-
after acquired by it, or permit any pre-existing mortgages,
liens, or other encumbrances to remain on, or attached to, any
assets of CONTRACTOR which are allocated to the performance of
this Agreement and with respect to which CITY has ownership
hereunder.
PAGE 6
(2) Sell, assign, pledge, transfer or otherwise dispose of
accounts receivables, notes or claims for money due or to
become due.
(3) Sell, convey, or lease all or substantial part of its
assets.
(4) Make any advance or loan to, or incur any liability for
any other firm, person, entity or corporation as guarantor,
surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item of
personal property purchased with funds paid to CONTRACTOR by
CITY, unless CITY authorizes such transfer.
B. Should CONTRACTOR use funds received under this Agreement
to acquire or improve 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,
2004.
(2) That should CONTRACTOR transfer or otherwise dispose of
said property on or before August 31, 2004, CONTRACTOR shall
reimburse CITY in the amount of the fair market value of the
property less any portion of the value attributable to expendi-
tures of non-CDBG funds for acquisition of, or improvement to,
the property.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
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 certain items may
appear herein. CITY's prior written authorization is required in
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month period
which exceeds one-twelfth (1/12) of any budgeted line items for
costs as specified in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Agreement.
(3) Out of town travel.
(4) Any alterations or relocation of the facilities on and
in which the activities specified in Exhibit A are conducted.
PAGE 7
(5) Any alterations, deletions or additions to the Person-
nel 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.
Written requests for prior approval are CONTRACTOR's responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. CONTRACTOR must obtain written approval
by CITY prior to the commencement of procedures to solicit or
purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Agreement must be conducted in its entirety in accordance with
the provisions of this Agreement.
XI.
PROGRAM INCOME
A. For purposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, income
produced from contract-supported services of individuals or
employees or from the use or sale of equipment or facilities of
CONTRACTOR provided as a result of this Agreement, and payments
from clients or third parties for services rendered by CONTRACTOR
under this Agreement.
B. CONTRACTOR shall maintain records of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
by CITY. CITY and 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 operating expenses. These
fees or other program income will be deducted from the regular
reimbursement request.
C. CONTRACTOR shall include this section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Agreement, or the performance thereof,
constitutes program income. CONTRACTOR is responsible to CITY for
the repayment of any and all amounts determined by CITY to be
program income, unless otherwise approved in writing by CITY.
PAGE 8
XII.
CE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Agreement, in compliance with the
provisions of Exhibit B, attached hereto, and with any other
applicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability 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 retain all books, records, documents,
reports, and written accounting policies and procedures pertaining
to the operation of programs and expenditures of funds under this
Agreement for the period of time and under the conditions specified
by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Agreement.
D. At any reasonable time and as often 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
permit CITY, HUD, or any of their authorized representatives to
audit, examine, make excerpts and copies of such records, and to
conduct audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions or employment and all other data
requested by said representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
CONTRACTOR shall submit regular performance reports to CITY no
less than once each three months, with the first report due on or
before December 1, 1993. The performance report shall detail
client information, including race, income and other such statis-
tics required by CITY. CONTRACTOR agrees to gather information and
data relative to all programmatic and financial reporting as of the
beginning date specified in Section II and furnish to CITY
quarterly a report of all income received and funds expended. The
first such report is due on December 1, 1993.
PAGE 9
If CONTRACTOR receives federal funds in excess of $25,000 from
any source, or if for any reason an independent audit is conducted,
the CONTRACTOR agrees to submit an audit conducted by independent
examiners within 10 days after receipt of such.
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Agreement.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities 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 monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
XV.
DIRECTORS' MEETINGS
During the term of this Agreement, CONTRACTOR shall cause to be
delivered to CITY copies of all notices of meetings of its Board of
Directors, setting forth the time and place thereof. Such notice
shall be delivered to CITY in a timely manner to give adequate
notice, and shall include an agenda and a brief description of the
matters to be discussed. 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 within ten (10) working days of approval.
PAGE 10
XVI.
INSURANCE
A. CONTRACTOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Agreement.
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance,
commonly referred to as "Owner/Tenant" coverage with CITY named as
an additional insured. Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange-
ments.
C. CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous liability
insurance on all vehicles 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
valid Texas driver's license and automobile liability insurance.
Evidence of the employee's current possession of a valid license
and insurance must be maintained on a current basis in CONTRACTOR's
files.
E. Actual losses not covered by insurance as required by this
Section are not allowable costs under this Agreement, and remain
the sole responsibility of CONTRACTOR.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written plan
for compliance with the Equal Employment and Affirmative Action
Federal provisions, within thirty (30) days of the effective date
of this Agreement.
B. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the CITY, and will permit access to its books, records,
and accounts for purposes of investigation to ascertain compliance
with local, state and Federal rules and regulations.
D. In the event of CO:NTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Agreement in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY.
PAGE 11
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available 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,
fringe benefits, vacation and sick leave privileges, and travel;
and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY.
XIX.
CONFLICT OF INTEREST
A. CONTRACTOR covenants
governing body presently has
which would conflict in any m
of services required to be
CONTRACTOR further covenants
Agreement, no person having
appointed as a member of its
that neither it nor any member of its
any interest, direct or indirect,
anner or degree with the performance
performed under this Agreement.
that in the
such interest
governing body.
performance of this
shall be employed or
B. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he has
family, business, or other ties.
C. No officer, member, or employee of CITY and no member of
its governing body who exercises any function or responsibilities
in the review or approval of the undertaking or carrying out of
this Agreement shall (1) participate in any decision relating to
the Agreement which affects his personal interest or the interest
in any corporation, partnership, or association in which he has
direct or indirect interest; or (2) have any interest, direct or
indirect, in this Agreement or the proceeds thereof.
XX.
NEPOTISM
CONTRACTOR 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 CONTRACTOR, or is a member of CONTRACTOR's governing
board. The term "member of immediate family" includes: wife, hus-
band, son, daughter, mother, father, brother, sister, in-laws,
aunt, uncle, nephew, niece, step-parent, step-child, half-brother
and half-sister.
PAGE 12
XXI.
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 directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content 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 construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
XXII.
PUBLICITY
A. Where such action is appropriate, as determined by and upon
written approval of CITY, CONTRACTOR shall publicize the activities
conducted by CONTRACTOR under this Agreement. In any news release,
sign, brochure, or other advertising medium, disseminating informa-
tion prepared or distributed by or for CONTRACTOR, mention shall be
made of the U.S. Department of Housing and Urban Development fund-
ing through the City of Denton having made the project possible.
B. All published material and written reports submitted under
this project must be originally developed material unless otherwise
specifically provided in this Agreement. When material not origi-
nally developed is included in a report, the report shall identify
the source in the body of the report or by footnote. This provi-
sion 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 Community Development Block Grant Program, with
funding received from the United States Department 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, inquiries, correspondence
and related material submitted by CONTRACTOR shall become the
property of CITY upon receipt.
PAGE 13
XXIII.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding in accordance
with the following procedures:
A. When the application is in the planning 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) contracted hereunder.
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together with copies of the budget, program
description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIV.
CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of
this Agreement shall be by written amendment executed by both
parties, except when the terms of this Agreement expressly provide
that another method shall be used.
B. CONTRACTOR may not make transfers between or among approved
line-items within budget categories set forth in Exhibit B without
prior written approval of CITY. CONTRACTOR shall request, in
writing, the budget revision in a form prescribed by CITY, and such
request for revision shall not increase the total monetary obliga-
tion of CITY under this Agreement. In addition, budget revisions
cannot significantly change the nature, intent, or scope of the
program funded under this Agreement.
C. CONTRACTOR will submit revised budget and program in-
formation, whenever the level of funding for CONTRACTOR or the
program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. It is understood and agreed by the parties hereto that
changes in the State, Federal or local laws or regulations pursuant
hereto may occur during the term of this Agreement. Any such
modifications are to be automatically incorporated into this
Agreement without written amendment hereto, and shall become a part
of the Agreement on the effective date specified by the law or
regulation.
PAGE 14
E. CITY may, from time to time during the term of the
Agreement, request changes in Exhibit A which may include an
increase or decrease in the amount of CONTRACTOR'S compensation.
Such changes shall be incorporated in a written amendment hereto,
as provided in Subsection A of this Section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
G. CONTRACTOR agrees to notify CITY of any proposed change in
physical location for work performed under this Agreement at least
thirty (30) calendar days in advance of the change.
H. CONTRACTOR shall notify CITY of any changes in personnel or
governing board composition.
I. 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.
XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR'S failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to CONTRACTOR, withhold further payments to
CONTRACTOR. Such notice may be given by mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exceed 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 status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated.
XXVI.
TERMINATION
A. CITY may terminate this Agreement with cause for any of the
following reasons:
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV.
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Agreement.
PAGE 15
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition as to
endanger performance under this Agreement;
(b) has allocated inventory to this Agreement substan-
tially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs of
performance of this Agreement in the ordinary course of
business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion 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 IV, and Section XXIV (D), of this Agreement.
(7) The commission of an act of bankruptcy.
(S) CONTRACTOR's violation of any law or regulation to
which CONTRACTOR 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.
Simultaneous notice of pending termination maybe made to other
funding sources 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 paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination. In
no event will this compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Agreement, less payments previously 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 defined
in a contract between CONTRACTOR and the funding source in
question.
PAGE 16
CONTRACTOR may terminate this Agreement upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this
Agreement.
D. Upon receipt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Agreement.
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date.
E. Notwithstanding 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 virtue 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
determined.
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, 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 either personally or by mail.
XXVIII.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Agreement or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial 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 in
full force and effect and continue to conform to the original
intent of both parties hereto.
XXIX.
A. It is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
contractor and that as such, CONTRACTOR 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
PAGE 17
of, any claims, audit exceptions, demands, suits or damages of any
character whatsoever resulting in whole or in part from the per-
formance or omission of any employee, agent or representative of
CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to indem-
nify and hold harmless CITY its agents, employees, or contractors
from any and all claims, suits, causes of action, demands, damages,
losses, attorneys fees, expenses, and liability arising out of the
use of these contracted funds and program administration and
implementation except to the extent caused by the willful act or
omission of CITY, its agents, employees, or contractors.
C. In no event shall any payment to CONTRACTOR 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 consti-
tute 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 CONTRACTOR. Neither shall such payment, act, or
omission in any manner impair or prejudice any right, power,
privilege, or remedy available to CITY to enforce its rights
hereunder, which rights, powers, privileges, or remedies are always
specifically preserved. No representative or agent of CITY may
waive the effect of this provision.
D. This Agreement, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
ing or other commitment antecedent to this Agreement, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Agreement, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Agreement.
E. In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances or regulations, CITY as the party ultimate-
ly responsible to HUD for matters of compliance, will have the
final authority to render or to secure an interpretation.
F. For purposes of this Agreement, all official communica-
tions and notices among the parties shall be deemed made if sent
postage paid to the parties and address set forth below:
TO CITY: TO CONTRACTOR:
City Manager Director
City of Denton North Texas Community Clinics,
215 E. McKinney St. Incorporated
Denton, Texas 76201 P.O. Box 2780
Denton, Texas 76202
PAGE 18
IN W TNESS OF W CH this greement has been executed on this
the day of Alilll N , 1993.
CITY OF DENTON
BY:
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY:
6&91
NORTH TEXAS COMMUNITY CLINICS,
INCORPORATED
BY:
EXECUTIVE DIRECTOR
ATTEST:
1 JAG " di-~
BOARD SECRETAAY
PAGE 19
EXHIBIT "A"
PRENATAL CLINIC FOR DENTON COUNTY
A. Description of services to be performed:
CONTRACTOR will perform services described below in conformance
with the attached schedule and budget:
CONTRACTOR will operate a prenatal program at the Prenatal
Clinic for Denton County according to existing legal and
medical regulations. CONTRACTOR will provide services to
patients on weekdays for a period to include, at a minimum, the
hours from 9:00 a.m. to noon and from 1:00 p.m. to 4:00 p.m. on
Monday, Tuesday, Thursday, and Friday, and 9:00 a.m. to noon
and 1:00 p.m. to 8:00 p.m. on Wednesday except on holidays or
when patients cannot be seen due to special circumstances.
services are provided by appointment only, during or after
normal office hours, or in scheduled classes. The clinic will
be open to patients at other times as needs dictate. Patients
who require services the clinic cannot provide will be referred
to other qualified medical care providers.
CONTRACTOR will continue to employ Certified Nurse Midwives
(CNM) on a full time basis who will be subject to the benefits,
working hours, and other rules of the Community Clinics for
Denton County. These employees shall provide prenatal care to
patients.
CONTRACTOR will maintain a waiting list for those individuals
who apply for care at the clinic. As all prenatal care is
provided by appointment only, the clinic will not provide "drop
in service" although the specific circumstances of each patient
will be taken into consideration when scheduling. To be
eligible for care, the patient must demonstrate that she is
eligible for Medicaid, WIC, or are otherwise unable to acquire
adequate prenatal care through other means.
PAGE 20
EXHIBIT "B"
PRENATAL CLINIC FOR DENTON COUNTY
BUDGET FOR COMMUNITY DEVELOPMENT BLOCK GRANT
A. Funding of a portion of a salary for a Certified Nurse Midwife:
For the period of September 1, 1993 to August 31, 1994, the
amount of $35,000 shall be used to pay a portion of the
annual salary of a Certified Nurse Midwife.
B. The remainder of funding for this position will come from
existing grant funding and from program generated revenues as
determined by the clinic.
PAGE 21