1990-1332967L
ORDINANCE NO. 9D~/33
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
THE COMMUNITY CLINICS FOR DENTON COUNTY; AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT APPROVING THE EXPENDITURE OF FUNDS THEREFORE;
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 Community Clinics for Denton County, in consideration of the
valuable public services to be furnished by said organization 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
Community Clinics for Denton County, and authorizes the Mayor to
execute said agreement.
SECTION II. That the City Council authorizes the expenditure
of funds in the manner and amount as specified in the Agreement.
SECTION III. That this ordinance shall become effective
immediately upon its passage and appro al.
PASSED AND APPROVED this the ~ day of , 1990.
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY: /
2G20k
AGREEMENT BETWEEN THE CITY OF DENTON
AND COMMUNITY CLINICS FOR DENTON COUNTY
This Contract 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, hereinafter
referred to as CITY, and Community Clinics for Denton County,
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 Department of Community
Development and Planning as the division responsible for the
administration of this contract 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 Contract and agreement shall commence on or as of
September 1, 1990, and shall terminate on August 31, 1991, unless
extended by mutual agreement.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the
performance of all services and activities, 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 CONTRACTOR's representative responsible for the management
of all contractual matters pertaining hereto, unless written
notification to the contrary is received from CONTRACTOR, and
approved by CITY.
The Community Development Coordinator will be CITY's
representative responsible for the administration of this
contract.
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 any
other provision of the Contract, the total of all payments and
other obligations made or incurred by CITY hereunder shall not
exceed the sum of $24,950.00.
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 herein for all purposes as
EXHIBIT B, subject to the limitations and provisions set forth in
this Section and Section VIII of this Contract.
(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 Contract. If
adequate funds are not available to make payments under this
Contract, 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
Contract. If CDBG funds eligible for use for purposes of this
Contract are reduced, CITY shall not be liable for further
payments due to CONTRACTOR under this Contract.
(2) It is expressly understood that this Contract 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;
PAGE 2
(c) is not in strict accordance with the terms
of this Contract, including all exhibits
attached hereto;
(d) has not been billed to CITY within thirty
(30) calendar days following billing to
CONTRACTOR, or termination of the
Contract, whichever date is earlier;
(e) is not an allowable cost as defined by
Section XIII of this Contract or the
project budget.
(4) CITY shall not be liable for any cost or portion
thereof 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
Contract 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 Contract 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 compilation 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
regulations 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 Contract.
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.
PAGE 3
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
Contract.
B. The person or persons signing and executing this Contract
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
this Contract 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 Contract if
there is a dispute as to the legal authority of either CONTRACTOR
or the person signing the Contract to enter into this Contract.
CONTRACTOR is liable to CITY for any money it has received from
CITY for performance of the provisions of this Contract if CITY
has suspended or terminated this Contract for the reasons
enumerated in this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Contract 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 Contract 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
satisfactory performance of the program, as determined solely by
CITY and in accordance with all other terms, provisions and
requirements of this Contract.
PAGE 4
No modifications or alterations may be made in the WORK
STATEMENT without the prior written approval of the City's
Community Development Coordinator.
VII.
PAYMENTS TO CONTRACTOR
A. CONTRACTOR must maintain a separate numbered account for
the receipt and disbursement of all funds received under this
Contract and any program income resulting therefrom. CONTRACTOR
further agrees that:
(1) Such account shall contain only the funds received
pursuant to this Contract and that no other funds shall be
mingled with funds in such account, except funds deemed to be
program income as defined in Section XIV of this Contract.
CONTRACTOR shall support all checks and withdrawals from said
account with itemized documentation of costs under this Contract.
Upon CONTRACTOR's written request and solely within
the discretion of CITY, an alternative accounting mechanism may
be permitted, provided such alternative adheres at all times to
generally accepted accounting principles.
(2) Said account shall be maintained, under conditions
approved by CITY, in a financial institution, with federal
deposit insurance coverage and the balance, if any, exceeding the
federal deposit insurance coverage, shall be collaterally secured.
B. Method of Payment.
(a) City shall pay CONTRACTOR for services provided
hereunder shall be made as follows:
On
or
after
September 30, 1990
- $
2,079.16
On
or
after
October 31, 1990
-
$2,079.16
On
or
after
November 30, 1990
2,079.16
On
or
after
December 31, 1990
-
2,079.16
On
or
after
January 31, 1991 -
21079.16
On
or
after
February 28, 1991
2,079.16
On
or
after
March 31, 1991
2,079.16
On
or
after
=
April 30, 1991
2,079.16
On
or
after
May 30, 1991
2,079.16
On
or
after
June 30, 1991
- $
2,079.16
On
or
after
July 31, 1991
- $
2,079.16
On
or
after
August 31, 1991
$
2,079.24
(b) The use of the funds provided for in subsection
(a) shall be as follows:
PAGE 5
Percentage of Total Funds
Date: to be Expended by Contractor
By
October 1, 1990
10
By
January 1, 1991
25
By
April 1, 1991
50
By
June 1, 1991
75
By
August 31, 1991
100
All funds must be expended in 12 months from the date of
execution of this contract.
C. 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 Contract; or
(3) is not supported by adequate documentation to
fully justify the expenditure.
D. Disallowed Costs. Upon termination of the Contract,
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 Development, 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.
E. Deobligation of Funds. In the event that actual
expenditure 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.
F. Contract Close Out. CONTRACTOR shall submit the
contract 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 Contract,
within fifteen (15) working days following the close of the
PAGE 6
Contract period. CONTRACTOR shall utilize the form agreed upon
by CITY and CONTRACTOR.
At the termination of the Contract, 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 know complete address and the
amount owed to each person involved.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
A. All information, reports and data heretofore or hereafter
requested by CITY and furnished to CITY, are complete and
accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant
change without written notice to CITY.
B. Any supporting financial statements heretofore requested
by CITY and furnished to CITY, are complete, 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 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 CONTRACTOR.
E. CONTRACTOR has the power to enter into this Contract and
accept payments hereunder, and has taken all necessary action to
authorize such acceptance under the terms and conditions of this
Contract.
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.
PAGE 7
Each of these representations and warranties shall be
continuing and shall be deemed to have been repeated by the
submission of each request for payment.
IX.
COVENANTS
A. During the period of time that payment may be made
hereunder 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
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, liens, or other encumbrances
to remain on, or attached to, any assets of
CONTRACTOR which are allocated to the performance of
this Contract and with respect to which CITY has
ownership hereunder.
(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.
B. Should CONTRACTOR use funds received under this Contract
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 in X24 CFR 570 until August 31,
1996.
(2) That should CONTRACTOR transfer or otherwise dispose
of said property on or before August 31, 1996,
CONTRACTOR shall reimburse CITY in the amount of the
fair market value of the property less any portion
of the value attributable to expenditures of
non-CDBG funds for acquisition of, or improvement
to, the property.
PAGE 8
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance
with this Contract 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 personnel 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 Contract.
(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.
(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.
Written requests for prior approval are CONTRACTOR's
responsibility 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 Contract must be conducted in its
entirety in accordance with the provisions of this Contract.
PAGE 9
XI.
PROGRAM INCOME
A. For purposes of this Contract, program income means
earnings of CONTRACTOR realized from activities resulting from
this Contract 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 of equipment or facilities of
CONTRACTOR provided as a result of this Contract, and payments
from clients or third parties for services rendered by CONTRACTOR
under this Contract.
B. On a monthly basis, CONTRACTOR shall report and return to
CITY, all program income received or accrued during the preceding
month. Alternative arrangements to this requirement may be made
upon written request to, and written approval by CITY.
C. 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 HUD representatives, that any fees collected for
services performed by the midwife shall be spent only for
operating expenses.
D. CONTRACTOR shall include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
E. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly
or indirectly from this Contract, 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.
XII.
MAINTENANCE 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 Contract, 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
PAGE 10
Contract 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 Contract 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 Contract.
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 Contract.
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, 1990. The performance report shall detail
client information, including race, income and other such
statistics 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, 1990.
CONTRACTOR shall obtain an independent audit for each fiscal
year funds are received under this contract. CONTRACTOR agrees
to submit a copy of such audit to City within 10 days of receipt.
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Contract.
PAGE 11
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
Contract.
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
responsibilities.
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
CONTRACTOR.
XV.
DIRECTORS' MEETINGS
During the term of this Contract, 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 submitted to CITY within ten (10) working days of approval.
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 Contract.
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
PAGE 12
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
arrangements.
C. CONTRACTOR will comply with applicable workers'
compensation 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 drive a vehicle in
the normal scope and course of their employment must possess a
valid Texas drivers' license and 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 Contract, 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 Contract.
B. CONTRACTOR shall comply with all applicable 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 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 CONTRACTOR's non-compliance with the
non-discrimination requirements, the Contract may be cancelled,
terminated, or suspended in whole or in part, and CONTRACTOR may
be barred from further contracts with CITY.
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
PAGE 13
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 that neither it nor any member of
its governing body presently has any interest, direct or
indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this
Contract. CONTRACTOR further covenants that in the performance
of this Contract, 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 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 Contract shall (1) participate in any decision relating to
the Contract 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 Contract 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, husband, son, daughter, mother, father, brother,
sister, in-laws, aunt, uncle, nephew, niece, step-parent,
step-child, half-brother and half-sister.
PAGE 14
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 Contract. In any
news release, sign, brochure, or other advertising medium,
disseminating information prepared or distributed by or for
CONTRACTOR, mention shall be made of the U.S. Department of
Housing and Urban Development funding 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 Contract. When material
not originally developed is included in a report, the report
shall identify the source in the body of the report or by
footnote. This provision is applicable when the material is in a
verbatim or extensive paraphrase format.
All published material submitted under this project shall
include the following reference on the front cover or title page:
This document is prepared in accordance with the
City of Denton's Community Development Block Grant
Program, with funding received from the United
States Department of Housing and Urban Development.
C. All reports, documents,
other appended documentation to
proposal, or Contracts and any
studies, charts, schedules, or
any proposal, content of basic
responses, inquiries, correspon-
PAGE 15
dence and related material submitted by CONTRACTOR, shall become
the property of CITY upon receipt.
XXIII.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR
receives approval of any application for funding from other
sources. The following procedures must be adhered to:
A. 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 contract.
B. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare
applications 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 Contract shall be by written amendment executed by both
parties, except when the terms of this Contract 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 obligation of CITY under this
Contract. In addition, budget revisions cannot significantly
change the nature, intent, or scope of the program funded under
this Contract.
C. CONTRACTOR will submit revised budget and program
information, 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
changes in the State, Federal or
pursuant hereto may occur during the
by the parties hereto that
local laws or regulations
term of this Contract. Any
PAGE 16
such modifications are to be automatically incorporated into this
Contract without written amendment hereto, and shall become a
part of the Contract on the effective date specified by the law
or regulation.
E. CITY may, from time to time during the term of the
contract, 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 in writing of any
proposed change in physical location for work performed under
this Contract 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.
PAGE 17
XXVI.
TERMINATION
A. CITY may terminate this Contract 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 Contract.
(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 condi-
tion as to endanger performance under this
Contract;
(b) has allocated inventory to this Contract
substantially exceeding reasonable require-
ments;
(c) is delinquent in payment of taxes, or of
costs of performance of this Contract in
the ordinary course of business.
(5) Appointment of a trustee, receiver or liquidator
for all or substantial part of CONTRACTOR's pro-
perty, or institution of bankruptcy, reorganiza-
tion, 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 Contract.
(7) The commission of an act of bankruptcy.
(8) CONTRACTOR's violation of any law or regulation
to which CONTRACTOR is bound or shall be bound
under the terms of the Contract.
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.
PAGE 18
B. CITY may terminate this Contract for convenience at any
time.
If this Contract 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 Contract, less payments previously made.
C. CONTRACTOR may terminate this Contract 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
Contract, 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.
CONTRACTOR may terminate this Contract upon the dissolu-
tion of CONTRACTOR's organization not occasioned by a breach of
this Contract.
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
Contract. 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 Contract 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
PAGE 19
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 Contract 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 Contract 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.
INDEMNIFICATION
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 of, any claims, audit exceptions, demands, suits or
damages of any character whatsoever resulting in whole or in part
from the performance or omission of any employee, agent or
representative 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, attorneys fees, expenses, and liability
arising out of the use of these contracted funds and program
administration and implementation except to the extent cause 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 Contract
constitute or be construed in any way to be a waiver by CITY of
any breach of covenant or default which may then or subsequently
be committed by CONTRACTOR. Neither shall such payment, act, or
omission in any manner impair or prejudice any right, power,
PAGE 20
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 Contract, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement,
understanding or other commitment antecedent to this Contract,
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 Contract, or subsequent thereto, have any legal force or
effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Contract.
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 Contract or its governing rules,
codes, laws, ordinances or regulations, CITY as the party
ultimately responsible to HUD for matters of compliance, will
have the final authority to render or to secure an interpretation.
F. For purposes of this Contract, all official communica-
tions and notices among the parties shall be deemed made if sent
postage paid to the parties and address set for below:
TO CITY: TO CONTRACTOR:
City Manager Tom Krause, Executive Director
City of Denton Community Clinics for Denton
215 E. McKinney St. County
Denton, Texas 76201 121 Piner
Denton, Texas 76201
I NESS OF HIC this A reement has been executed on this
the ' /}~~day of'
f , 1990.
CITY OF DENTON
BY:
LLOYD . HARRELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
nAA
PAGE 21
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
COMMUNITY CLINICS FOR DENTON
COUNTY
r
J-)
BY: ( CYY~//~ f'1vG~
v THOMAS W. K12AUSE
EXECUTIVE DIRECTOR
ATTEST:
BOAIj SECRETARY
I
PAGE 22
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 from at least 9:00 a.m. to noon and from
1:00 p.m. to 4:00 p.m. 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 hire a second Certified Nurse Midwife (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. This CNM will be hired and will be employed
as of September 1, 1990. This person will be appropriately
credentialed. This employee 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 23
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, 1990 to August 31,
1991 the amount of $24,950 shall be used to pay a
portion of the annual salary of a Certified Nurse
Midwife. The estimated annual total salary at the
time of submission was $36,000, not including taxes
or benefits. We spend $2,079.17 per month of this
money toward payment of this salary.
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 24