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2004-338ORDINANCE NO. ~/~(~.ff, ff~ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND FAMILY HEALTH CARE INCORPORATED FOR PRENATAL SERVICES FOR LOW-INCOME FAMILIES; FINDING AN EXEMPTION FROM PUBLIC BIDDING REQUIREMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Family Health Care, Inc., a Texas non-profit corporation, (the "Organization") provides for prenatal services to low-income families (the "Program"); and WHEREAS, the Organization and the City of Denton desire to enter into an agreement to provide for the continuance of the Program which agreement is substantially in the same form as the agreement attached hereto and made a part hereof by reference (the "Public Service Agreement"); and WHEREAS, the Program is a part of the City's community development program as authorized by Chapter 373 of the Local Government Code and it helps to eliminate conditions detrimental to the public health and safety by providing opportunities and services to low-income persons in Denton that would otherwise not be available; and WHEREAS, the Program and the Public Service Agreement are necessary to preserve and protect the public health and safety of the City's residents by helping to insure that low-income families have prenatal services; and WHEREAS, City Council finds that if the Program and the Public Service Agreement are not available, the low-income women would be at increased risk for Gestational Diabetes, low-birth weight infant, infant mortality, and other health problems, thereby creating a substantial health and safety risk for citizens of Denton; and WHEREAS, the Program is supervised and administered by professional personnel which are licensed medical professionals and are monitored by the State Health Department; and WHEREAS, City Council finds that the Public Service Agreement and the expenditures provided for in the Agreement are exempt from competitive bidding as a procurement necessary to preserve or protect the public health or safety of the City's residents under Section 252.022(a)(2) of the Local Government Code and as a procurement for professional services under Section 252.022(a)(4) of the Local Government Code; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated Page 2 competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council of the City of Denton hereby finds that the Program and the Public Service Agreement serve important municipal and public purposes and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth herein. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Covington and the ability of Covington to perform the professional services needed by the City for a fair and reasonable price. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Public Service Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Public Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the c~ ~A~ day of ~ffT~~, 2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 2004-2005 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND FAMILY HEALTH CARE, INCORPORATED This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinaf- ter referred to as CITY, and Family Health Care, Inc, PO BOX 1611, Denton, TX 76202, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR. WHEREAS, CITY has received certa'm funds from the U.S. Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended; and WHEREAS, CITY has adopted a budget for such funds and included therein an author- ized budget for expenditure of funds for; and WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement 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. This Agreement shall commence on or as of October 1, 2004 and shall terminate on Sep- tember 30, 2005 unless sooner terminated in accordance with Section 25 "Termination". RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Scope of Services attached hereto as Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider CONTRACTOR's executive officer to be CON- TRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and ap- proved by CITY. The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement. Beneficiaries of the activities to be provided hereunder must reside in the City of Denton and CONTRACTOR certifies that the activities carded out with Community Development Block Grant funds shall meet the program's National Objective of benefit to low and moderate-income persons. CONTRACTOR shall provide services to persons whose income is equal to or lower than 80% of the median income of the Dallas standard metropolitan statistical area. To accom- plish this, the CONTRACTOR shall use the current applicable income limits published by the Department of Housing and Urban Development for lower income housing assistance trader Sec- tion 8 of the United States Housing Act of 1937 herein attached as Exhibit D. Income eligibility shall be determined by the sum of the gross income of all individuals residing in the household. Services must be provided directly to or on behalf of specific identified eligible clients. Eligibil- ity documentation must be included in each client's file and updated at least once dnring the con- tract period. CITY'S OBLIGATION Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursu- ant and in accordance with the project budget attached hereto as Exhibit B and the Scope of Services herein attached as Exhibit A and incorporated herein by reference. Notwith- standing any other provision of the Agreement, the total of all payments and other obliga- tions made or incurred by CITY hereunder shall not exceed the sum of Thirty Thousand Dollars ($30,000.00). Be Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR and receipt of a requisition for payment with appropriate documentation of expenditures, 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 7 of this Agreement. Payments may be contingent upon certification of the CONTRACTOR's financial man- agement system in accordance with the standards specified in OMB Circular A-110. (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Develop- ment 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 Agree- ment. (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 1; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is ear- lier; or ~ (e) is not an allowable cost as defmed by Section 11 of this Agreement or the project budget. (4) CITY shall not be liable for any cost or portion thereof which is incurred with re- spect to any activity of CONTRACTOR requiring prior written authorization from CITY, or after CITY has requested that CONTRACTOR furnish data con- ceming such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed. (5) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for payment of any monies or provision of any goods or ser- vices. 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 regu- lations promulgated thereunder, and codified at 24 CFR 570. The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or ad- ministrative ruling, or to narrow the standards which CONTRACTOR must follow. CONTRACTOR further accrues and certifies that if the regulations and issuances prom- ulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 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, A-122, A-87 and A-133 as ap- plicable. B. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. CONTRACTOR is required to comply with the applicable uniform administrative re- quirements as described in 24 CFR 570.502 and 24 CFR 570 subpart K with the excep- tions noted below: (1) CONTRACTOR does not assume CITY'S environmental responsibilities described at CFR 570.604; and (2) CONTRACTOR does not assume the CITY's responsibility for initiating the review process under the provisions of 24 CFR Part 52. REPRESENTATIONS 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. The person or persons signing and executing this Agreement on behalf of CONTRAC- TOR, do hereby warrant and guarantee that he, 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. 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 CON- TRACTOR or the person signing the Agreement to enter into this Agreement. CON- TRACTOR 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. CONTRACTOR agrees that the fimds 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. o PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the SCOPE OF SERVICES, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorpo- rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Scope of Services without the prior written approval of the City's Community Development Administrator. PAYMENTS TO CONTRACTOR Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $30,000.00 for services rendered under this Agreement. CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation of eligible expenditures. CONTRAC- TOR's failure to request reimbursement on a timely basis may jeopardize present or fu- ture fund'mg. Funds are to be used for the sole purpose of providing the services described in the Scope of Services herein attached as Exhibit A and based on the budget herein attached as Ex- hibit B. Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines: (1) has resulted in overpayment to 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. Disallowed Costs. Upon termination of this Agreement, should any expense or change 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 working days of a written notice to CONTRACTOR, which specifies the amount disallowed. Refunds of disallowed costs may not be made fi.om these or any funds received from or through CITY. Reversion of Assets. (1) CONTRACTOR, upon expiration of this Agreement shall transfer to the CITY any CDBG funds on hand at the tune of expiration and any accounts receivable attributable to the use of CDBG funds. (2) If CITY finds that CONTRACTOR is unwilling and/or unable to comply with any of the terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets. Obligation of Funds. In the event that actual expenditure rates deviate from CON- TRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the fight to reappropriate or recapture any such underexpended funds. Contract Close Out. CONTRACTOR shall submit the Agreement close out package to C1TY, together with a final expenditure report, for the time period covered by the last in- voice requesting reimbursement of fimds under this Agreement, within 15 working days following the close of the Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. CONTRACTOR represents and warrants that: All information, reports and data heretofore or hereafter requested by CITY and fur- nished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have, not tmdergone any significant change without written notice to CITY. Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of CONTRAC- TOR on the date shown on said report, and the results of the operation for the period cov- ered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR. No litigation or legal proceedings are presently pending or threatened against CON- TRACTOR. None of the provisions herein contravene or are in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. CONTRACTOR has the power to enter into this Agreement and accept payments here- under, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any char- acter, 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 continuing and shall be deemed to have been repeated by the submission of each request for payment. COVENANTS During the period of time that payment may be made hereunder and so long as any pay- ments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her 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 rema'm 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. (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, en- tity or corporation as guarantor, surety, or accommodation endorser. (5) Sell, donate, loan or transfer any equipment or item of personal property pur- chased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 10. ALLOWABLE COSTS Costs shall be considered allowable only if incurred directly and specifically in the per~ formance of and in compliance with this Agreement and in conformance with the stan- dards and provisions of Exhibits A and B. Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written ap- proval, 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) (2) (3) (4) (5) (6) (7) (8) Encumbrances or expenditures during any one month period which exceeds one- tenth (1/10) of the total budget as specified in Exhibit B. 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 ser- vice extending beyond the expiration of this Agreement. Out of town travel. Any alterations or relocation of the facilities on and in which the activities speci- fied in Exhibit A are conducted. Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B. Costs or fees for temporary employees or services. Any fees or payments for consultant services. 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 Agreement must be conducted in its en- tirety in accordance with the provisions of this Agreement. Expenditures will not be reimbursed to CONTRACTOR for the purchase of real property or equipment. These are not allowable costs under this agreement. 11. PROGRAM INCOME For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTOR's man- agement 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 fi.om con- tract-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 Agree- ment. 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 for- mat prescribed by CITY. CITY and CONTRACTOR agree, that any fees collected for services performed by CONTRACTOR shall be used for payment of costs associated with service provision. Revenue remaining after payment of all program expenses for service provision shall be considered Program Income and shall be subject to all the re- quirements of this Agreement and the regulations found at CFR, Section 570.504. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts which involve other income-producing services or activities. It is CONTRACTOR's responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly fi.om this Agreement, or the perform- ance 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. 12. MAINTENANCE OF RECORDS 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 applica- ble Federal and State regulations establishing standards for financial management includ- ing OMB Circulars A-87, A-110, A-122 and A-133 as applicable; Title 24 CFR Section 570.502 (b); Title 24 CFR Sections 570.504 and 570.506 as they pertain to costs incurred, audits, program income, administration and other activities and functions. CONTRAC- TOR's record system shall contain sufficient documentation to provide in detail full sup- port and justification for each expenditure. Nothing in this Section shall he 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. CONTRACTOR agrees to retain all books, records, documents, reports, and written ac- counting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for five years. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. 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. 13. 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 quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY. The financial re- port shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section 1 of this Agreement. Beneficiary and financial reports shall be due to City within 15 working days after the completion of each quarter. Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit conducted by independent examiners in accordance with Generally Accepted Accounting Princi- ples. If the CONTRACTOR receives more than $500,000 in federal funding, the audit must be conducted in accordance with OMB Circular A-133 as applicable within thirty days after receipt of such audit. 14. MONITORING AND EVALUATION CITY shall perform on-site monitoring of CONTRACTOR's performances under this Agreement. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Scope of Services, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Agreement. CONTRACTOR agrees to cooperate fully with CITY in the development, implementa- tion 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 responsibili- ties. CONTRACTOR agrees to cooperate ig 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. After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings documenting findings and concerns that will require a writ- ten response to the City. An acceptable response must be received by the City within 60 days from the CONTRACTOR's receipt of the monitoring report or audit review letter. Future contract payments can be withheld for CONTRACTOR's failure to submit a re- sponse within 60 days. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five working days of receipt by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 days after Board approval. 16. INSURANCE 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. 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 al- ternate insurance coverage arrangements. CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' liability coverage where available and other appropriate liability cov- erage for program participants, if applicable. 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. 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. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation of change in the policy at least 30 days prior to such change or cancellation. 17. CIVIL RIGHTS / EQUAL OPPORTUNITY CONTRACTOR shall comply with all applicable equal employment opportunity and af- firmative action laws or regulations. The CONTRACTOR shall not discriminate agffmst any employee or applicant for employment because of race, color, creed, religion, na- tional origin, gender, age or disability. The CONTRACTOR will take affirmative action to insure that all employment practices are free from such discrimination. Such employ- ment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within 30 days of the effective date of this Agreement The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Sec- tion 109 of Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086. 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. In the event of CONTRACTOR's non-compliance with the non-discrimination require- ments, CITY may cancel or terminate the Agreement in whole or in part, and CON- TRACTOR may be barred fxom further contracts with CITY. 18. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex- amination. Such personnel policies shall: 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 Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY. 19. CONFLICT OF INTEREST CONTRACTOR covenants that neither it nor any member of its governing body pres- ently 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 Agreement. CON- TRACTOR further covenants that in the performance of this Agreement, no person hav- ing such interest shall be employed or appointed as a member of its governing body. CONTRACTOR further covenants that no member of its governing body or its staff, sub- contractors 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. No officer, member, or employee of CITY and no member of its governing body who exercises any fimction or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporation, partnership, or association in which he or she has a direct or indirect interest. 20. 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 familf' in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A. Neither the funds advanced pursuant to this Agreement, nor any personnel which may be employed by the CONTRACTOR with funds advanced pursuant to this Agreement shall be in any way or to any extent engaged in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code. B. The CONTRACTOR is prohibited fi~om using funds provided herein or personnel em- ployed in the administration of the program for: political activities; sectarian or religious activi- ties, lobbying, political patronage or nepotism activities. C. The CONTRACTOR agrees that none of the fimds or services provided directly or indi- rectly under this Agreement shall be used for any partisan political activity or to further the elec- tion of defeat of any candidate for public office, or for publicity, lobbying and/or propaganda purposes designed to support or defeat pending legislation. Employees of the CONTRACTOR connected with any activity that is funded in whole or in part by funds provided to CONTRAC- TOR under this Agreement may not under the term of this Agreement: 1. Use their official position or influence to affect the outcome of an election or nomi- nation. 2. solicit contributions for political purposes; or 3. take an active part in political management or in political campaigns. CONTRACTOR hereby agrees to sign a Certification Regarding Lobbying included herein as Exhibit "C" and if necessary, the Disclosure of Lobbying Activities provided by the CITY. 22. PUBLICITY Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under tkis Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRACTOR, the advertising medium shall state that the U.S. Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Denton has made the project possible. All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Agreement. When ma- terial 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 Com- munity Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, corre- spondence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. CHANGES AND AMENDMENTS Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. 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. CON- TRACTOR 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 un- der this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. CONTRACTOR will submit revised budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein is altered ac- cording to the total levels contained in any portion of Exhibit B. 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 writ- ten amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. CITY may, from time to time during the term of the Agreement, request changes in Ex- hibit A, which may include an increase or decreased 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. Any alterations, deletion, or additions to the Contract Budget Detail incorporated in Ex- hibit B shall require the prior written approval of CITY. CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least 30 calendar days in advance of the change. CONTRACTOR shall notify CITY of any changes in personnel or governing board com- position. It is expressly understood that neither the performance of Exhibit A for any program eon- tracted hereunder nor the transfer of funds between or among said programs will be per- mitted. 24. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly per- form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice 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 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 eom- pliance, the provisions of Section 25 may be effectuated. 25. TERMINATION CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of sus- pension as provided in Section 24. (2) CONTRACTOR's failure to materially comply with any of the terms of this Agree- ment. (3) CONTRACTOR's violation of covenants, agreements or guarantees of this Agree- ment. (4) Termination or reduction of funding by the United States Department of Housing and Urban Development. (5) 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 substantially exceeding reason- able requirements; (c) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. (6) Appointment of a trustee, receiver or liquidator for all or substantial part of CON- TRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR. (7) CONTRACTOR's inability to conform to changes required by Federal, State and lo- cai laws or regulations as provided in Section 4, and Section 2, of this Agreement. (8) The commission of an act of bankruptcy. (9) 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 source specified in Exhibit B. Co Do CITY may terminate this Agreement for convenience at any time. If CITY terminates this Agreement 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. 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. CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement. 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 listed on the notice to terminate referred to in this paragraph. Notwithstanding any exercise by CITY of its right of suspension or termination, CON- TRACTOR 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. 26. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per- son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two working days after being notified of such claim, de- mand, suit or other action. Such notice shall state the date and hour of notification of any such 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 ei- ther personally or by mail. ................... .............................. ~ ..... Pa~e 18 o[26 27. INDEMNIFICATION It is expressly understood and agreed by both parties hereto that CITY is contract- ing with CONTRACTOR as an independent contractor and that as such, CON- TRACTOR shah 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 ac- count of, any cloim~ 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. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claimn, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability aris'mg 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. 28. NON-RELIGIOUS ACTIVITES The CONTRACTOR will provide all services under this Agreement in a manner that is exclu- sively non-religious in nature and scope. There shall be no religious services, proselytizing, in- struction or any other religious preference, influence or discrimination in connection with pro- viding the services hereunder. 29. MISCELLANEOUS CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any in- terest therein, or any claim arising thereunder, to any party or parties, bank, trust com- pany or other financial institution without the prior written approval of CITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the re- maining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. 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 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 CONTRAC- TOR. 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, ,, .................................................... · Pago 19 of 26 which rights, powers, privileges, or remedies are always specifically preserved. No repre- sentative or agent of CITY may waive the effect of this provision. This Agreement, together with referenced exhibits and attackments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, un- derstanding, 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 writ- ing, and if appropriate, recorded as an amendment of this Agreement. In the event any disagreement or dispute should arise between the parties hereto pertain- ing to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of compliance, will have the fmal authority to render or to secure an interpre- tation. For purposes of this Agreement, all official communications and notices among the par- ties shall be deemed made if sent postage paid to the parties and address set forth below: TO CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 TO CONTRACTOR: Family Health Care, Inc ATTN: Patrice Capan, Executive Director PO BOX 1611 Denton, TX 76202 This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdic- tion sitting in Denton County, Texas. ofIN ,~_~CH thi~ Agreement has been executed onthis the_ 2004. ~9~/ day CITY OF DENTON BY: ~ MICHAEL A.~ CITY MANAGER ot~ 26 ATTEST: JENNIFER WALTERS CITY SECRETARY APPR0'~ED AS TO LEGAL FORM: HERBERT L. PROUTY CITY ATTORNEY ATTEST: FAMILY HEALTH CARE, INC. ot'26 EXHIBIT A SCOPE OF SERVICES FAMILY HEALTH CARE, INCORPORATED The Scope of Services under this Agreement shall be as follows: SECTION I - ACTIVITY CONTRACTOR shall provide prenatal care to non-Medicaid eligible pregnant women. Beneficiaries of the services to be provided hereunder must reside in the City of Denton and CONTRACTOR shall provide services to low to moderate income non-Medicaid eligible preg- nant women. SECTION II - SERVICES In order to complete the agreed upon activity CONTRACTOR shall provide the following services: · Initial prenatal visit with history · Physical exam · Sonogram and follow-up sonogram · Lab work · Social worker assessment · Work with the Denton County Health Department to provide outreach on prenatal care and participate with the Denton County Health Department on any infant mortality pro~ jects or work groups. · Referral to childbirth and parenthood classes · Advanced Practice Nurses (APN) will provide client care and consult with the supervis- ing physicians as appropriate SECTION III - UNIT OF SERVICE A unit of service will be the tool by which the CITY and the CONTRACTOR can measure per- formance under this agreement. A trait of service shall be defined as the appropriate prenatal services to an individual client including but not limited to the services as described in Section II - Services. SECTION IV - GOALS CONTRACTOR shall provide not less than twelve units of service per month. The total number of units of service required constitutes the performance target for the CONTRACTOR under this Agreement. The CONTRACTOR will provide services to approximately twelve women per month from the City of Denton will be served through the prenatal program persons during the term on this Agreement. CONTRACTOR shall provide the services listed in this Agreement within the monetary limits contained in Exhibit B, entitled "Budget", attached hereto and incorporated by reference herein. In no event shall compensation to the CONTRACTOR exceed the lesser of the CONTRAC- TORS's costs attributable to the work performed as stated herein, or sum of Thirty Thousand Dollars ($30,000.00). Direct Service Outcome SECTION IV - OUTCOMES · Five percent or less of the newborn babies of mothers served by the program will have a Iow birth weight rate of 5.8 lbs. or less. · The rate of Gestational Diabetes in mothers will be 4% or less. · First trimester enrollment for the program will be at least 40%. Commtmit¥ Outcome Family Health Care, Incorporated assists the City of Denton in the provision of health care ser- vices necessary for low-income and indigent special populations, pregnant women, as outlined in the 2000-2005 City of Denton Consolidated Plan for the use of Community Development Block Grant funds. Family Health Care benefits the citizens of the City of Denton and supports a coor- dinated effort to maximize community resources by: Pre-natal services to low and moderate income women assisting in the reduction of the City's rate of infant mortality, Gestation Diabetes, and pre-mature births. Work with the Denton County Health Department to provide outreach on prenatal care and participate with the Denton County Health Department on any infant mortality pro- jects or work groups. Increasing the opportunity for improvement in parental awareness, information, and skills through referrals to childbirth and parenthood classes. Exhibit B Budget FAMILY HEALTH CARE, INCORPORATED Allowable Expenditure Budget Amount Initial Visit $114.00 $30,000.00 Return or Postpartum $ 47.00 Ultrasound $105.00 Follow up Ultrasound $ 55.00 Non-Stress Test $ 35.00 Nutritionist Visit $ 45.00 Case Management $ 35.00 Total $30,000.00 Family Health Care, Inc. will be reimbursed on a fee for service basis for services provided to residents of Denton. Fees for particular services are described above. Exhibit C Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, re- newal, amendment, or modification of any Federal contract, grant, loan or coopera- tive agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an em- ployee of a Member of Congress in connection with a Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-ILL, "Disclosure Form to Report Lobbying," in accordance with its instruc- tions. (3) The undersigned shall require that the language of this Certification be included in the award documents for all subawards at all tiers (including subcontractors, sub- grants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, US Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee Signature Title Date: 2004-2005 Exhibit D Qualifying Income Limits for Federally Assisted Programs Maximum Income Levels Family Size 1 2 3 4 5 6 7 8 Moderate Income 80% AMI - <65% AMI Low income 65% AMI - <50% AMI Very-Low Income 50% AMI - <30% AMI Extremely-Low Income _<30% AMI $37,250 - $30,251 $42,550- $34,601 $47,900 - $38,901 $53,200 - $43,251 $57,450- $46,701 $61,700- $50,151 $65,950- $53,601 $70,200- $57,051 $30,250- $23,301 $34,600-$26,601 $38,900-$29,951 $43,250-$33,251 $46,700- $35,901 $50,150- $38,551 $53,600- $41,251 $57,050- $43,901 $23,300- $13,951 $26,600- $15,951 $29,950- $17,951 $33,250- $19,951 $35,900- $21,551 $38,550- $23,151 $41,250- $24,751 $43,900- $26,351 $13,950 or Below $15,950 or Below $17,950 or Below $19,950 or Below $21,550 or Below $23,150 or Below $24,750 or Below $26,350 or Below Source: U.S. Department o,f Housing and Urban Development Effective: October 2003 $:\Our Docu we hiS\Or dina nces\04tlFamily Health Care Ord ( 10-] 1-04 ¥¢rsion).DOC ORDINANCE NO. ~OO~-~:~ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND FAMILy HEALTH CARE INCORPORATED FOR PRENATAL SERVICES FOR LOW-INCOME FAMILIES; FINDING AN EXEMPTION FROM PUBLIC BIDDING REQUIREMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Family Health Care, Inc., a Texas non-profit corporation, (the "Organization") provides for prenatal services to low-income families (the "Program"); and WHEREAS, the Organization and the City of Denton desire to enter into an agreement to provide for the continuance of the Program which agreement is substantially in the same form as the agreement attached hereto and made a part hereof by reference (the "Public Service Agreement"); and WHEREAS, the Program is a part of the City's community development program as authorized by Chapter 373 of the Local Government Code and it helps to eliminate conditions detrimental to the public health and safety by providing opportunities and services to low-income persons in Denton that would othenvise not be available; and WHEREAS, the Program and the Public Service Agreement are necessary to preserve and protect the public health and safety of the City's residents by helping to insure that low-income families have prenatal services; and WHEREAS, City Council finds that if the Program and the Public Service Agreement are not available, the low-income women would be at increased risk for Gestational Diabetes, low-birth weight infant, infant mortality, and other health problems, thereby creating a substantial health and safety risk for citizens of Denton; and WHEREAS, the Program is supervised and administered by professional personnel which are licensed medical professionals and are monitored by the State Health Department; and WHEREAS, City Council finds that the Public Service Agreement and the expenditures provided for in the Agreement are exempt from competitive bidding as a procurement necessary to preserve or protect the public health or safety of the City's residents under Section 252.022(a)(2) of the Local Government Code and as a procurement for professional services under Section 252.022(a)(4) of the Local Government Code; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated Page 2 competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council of the City of Denton hereby finds that the Program and the Public Service Agreement serve important municipal and public purposes and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth herein. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Covington and the ability of Covington to perform the professional services needed by the City for a fair and reasonable price. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Public Service Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Public Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~ ~ day of tC~~,/~j, 2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 2004-2005 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND FAMILY HEALTH CARE, INCORPORATED This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinaf- ter referred to as CITY, and Family Health Care, Inc, PO BOX 1611, Denton, TX 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 author- ized budget for expenditure of funds for; and WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement 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. This Agreement shall commence on or as of October 1, 2004 and shall terminate on Sep- tember 30, 2005 unless sooner terminated in accordance with Section 25 "Termination". e RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Scope of Services attached hereto as Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider CONTRACTOR's executive officer to be CON- TRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and ap- proved by CITY. The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement. Beneficiaries of the activities to be provided hereunder must reside in the City of Denton and CONTRACTOR certifies that the activities carded out with Community Development Block Grant funds shall meet the program's National Objective of benefit to low and moderate-income persons. CONTRACTOR shall provide services to persons whose income is equal to or lower than 80% of the median income of the Dallas standard metropolitan statistical area. To accom- plish this, the CONTRACTOR shall use the current applicable income limits published by the Department of Housing and Urban Development for lower income housing assistance under Sec- tion 8 of the United States Housing Act of 1937 herein attached as Exhibit D. Income eligibility shall be determined by the stun of the gross income of all individuals residing in the household. Services must be provided directly to or on behalf of specific identified eligible clients. Eligibil- ity documentation must be included in each client's file and updated at least once during the con- tract period. CITY'S OBLIGATION Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursu- ant and in accordance with the project budget attached hereto as Exhibit B and the Scope of Services herein attached as Exhibit A and incorporated herein by reference. Notwith- standing any other provision of the Agreement, the total of all payments and other obliga- tions made or incurred by CITY hereunder shall not exceed the sum of Thirty Thousand Dollars ($30,000.00). Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR and receipt of a requisition for payment with appropriate documentation of expenditures, 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 7 of this Agreement. Payments may be contingent upon certification of the CONTRACTOR's financial man- agement system in accordance with the standards specified in OMB Circular A-110. (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Develop- ment 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 Agree- ment. 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 1; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is ear- lier; or (e) is not an allowable cost as defined by Section 11 of this Agreement or the project budget. (4) CITY shall not be liable for any cost or portion thereof which is incurred with re- spect to any activity of CONTRACTOR requiring prior written authorization from CITY, or after CITY has requested that CONTRACTOR furnish data con- ceming such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed. (5) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for payment of any monies or provision of any goods or ser- vices. 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 regu- lations promulgated thereunder, and codified at 24 CFR 570. The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or ad- ministrative ruling, or to narrow the standards which CONTRACTOR must follow. CONTRACTOR further accrues and certifies that if the regulations and issuances prom- ulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 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-1 I0, A-122, A-87 and A-133 as ap- plicable. B. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. CONTRACTOR is required to comply with the applicable uniform administrative re- quirements as described in 24 CFR 570.502 and 24 CFR 570 subpart K with the excep- tions noted below: (1) CONTRACTOR does not assume CITY'S environmental responsibilities described at CFR 570.604; and (2) CONTRACTOR does not assume the CITY's responsibility for initiating the review process under the provisions of 24 CFR Part 52. REPRESENTATIONS 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. The person or persons signing and executing this Agreement on behalf of CONTRAC- TOR, do hereby warrant and guarantee that he, 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. 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 CON- TRACTOR or the person signing the Agreement to enter into this Agreement. CON- TRACTOR 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. 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. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the SCOPE OF SERVICES, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorpo- rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Scope of Services without the prior written approval of the City's Community Development Administrator. PAYMENTS TO CONTRACTOR Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $30,000.00 for services rendered under this Agreement. CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation of eligible expenditures. CONTRAC- TOR's failure to request reimbursement on a timely basis may jeopardize present or fu- ture funding. Funds are to be used for the sole purpose of providing the services described in the Scope of Services herein attached as Exhibit A and based on the budget herein attached as Ex- hibit B. Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines: (1) has resulted in overpayment to 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. Disallowed Costs. Upon termination of this Agreement, should any expense or change 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 Do to within ten working days of a written notice to CONTRACTOR, which specifies the mount disallowed. Refunds of disallowed costs may not be made from these or any funds received from or through CITY. Reversion of Assets. (1) CONTRACTOR, upon expiration of this Agreement shall transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. (2) If CITY finds that CONTRACTOR is unwilling and/or unable to comply with any of the terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets. Obligation of Funds. In the event that actual expenditure rates deviate from CON- TRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such underexpended funds. 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 in- voice requesting reimbursement of funds under this Agreement, within 15 working days following the close of the Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. WARRANTIES CONTRACTOR represents and warrants that: All information, reports and data heretofore or hereafter requested by CITY and fur- nished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY. Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of CONTRAC- TOR on the date shown on said report, and the results of the operation for the period cov- ered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR. No litigation or legal proceedings are presently pending or threatened against CON- TRACTOR. None of the provisions herein contravene or are in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. CONTRACTOR has the power to enter into this Agreement and accept payments here- under, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any char- acter, 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 continuing and shall be deemed to have been repeated by the submission of each request for payment. = COVENANTS During the period of time that payment may be made hereunder and so long as any pay- ments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her 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 Agreement 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, en- tity or corporation as guarantor, surety, or accommodation endorser. (5) Sell, donate, loan or transfer any equipment or item of personal property pur- chased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer. Ce CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 10. ALLOWABLE COSTS Costs shall be considered allowable only if incurred directly and specifically in the per- formance of and in compliance with this Agreement and in conformance with the stan- dards and provisions of Exhibits A and B. Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written ap- proval, 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) Encumbrances or expenditures during any one month period which exceeds one- tenth (1/10) of the total budget 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 ser- vice 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 speci- fied 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 Agreement must be conducted in its en- tirety in accordance with the provisions of this Agreement. Expenditures will not be reimbursed to CONTRACTOR for the purchase of real property or equipment. These are not allowable costs under this agreement. 11. PROGRAM INCOME For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTOR's man- agement 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 con- tract-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 Agree- ment. 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 for- mat prescribed by CITY. CITY and CONTRACTOR agree, that any fees collected for services performed by CONTRACTOR shall be used for payment of costs associated with service provision. Revenue remaining after payment of all program expenses for service provision shall be considered Program Income and shall be subject to all the re- quirements of this Agreement and the regulations found at CFR, Section 570.504. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts which involve other income-producing services or activities. 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 perform- ance 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. 12. MAINTENANCE OF RECORDS 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 applica- ble Federal and State regulations establishing standards for financial management includ- ing OMB Circulars A-87, A-110, A-122 and A-133 as applicable; Title 24 CFR Section 570.502 (b); Title 24 CFR Sections 570.504 and 570.506 as they pertain to costs incurred, audits, program income, administration and other activities and functions. CONTRAC- TOR's record system shall contain sufficient documentation to provide in detail full sup- port 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. CONTRACTOR agrees to retain all books, records, documents, reports, and written ac- counting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for five years. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. 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. 13. 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 quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY. The financial re- port shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section 1 of this Agreement. Beneficiary and financial reports shall be due to City within 15 working days after the completion of each quarter. Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit conducted by independent examiners in accordance with Generally Accepted Accounting Princi- ples. If the CONTRACTOR receives more than $500,000 in federal funding, the audit must be conducted in accordance with OMB Cimular A-133 as applicable within thirty days after receipt of such audit. 14. MONITORING AND EVALUATION CITY shall perform on-site monitoring of CONTRACTOR's performances under this Agreement. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Scope of Services, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Agreement. CONTRACTOR agrees to cooperate fully with CITY in the development, implementa- tion 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 responsibili- ties. 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. After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings documenting findings and concerns that will require a writ- ten response to the City. An acceptable response must be received by the City within 60 days from the CONTRACTOR's receipt of the monitoring report or audit review letter. Future contract payments can be withheld for CONTRACTOR's failure to submit a re- sponse within 60 days. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five working days of receipt by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 tune 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 days after Board approval. 16. INSURANCE 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. 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 al- ternate insurance coverage arrangements. CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' liability coverage where available and other appropriate liability cow erage for program participants, if applicable. 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. 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. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation of change in the policy at least 30 days prior to such change or cancellation. 17. CIVIL RIGHTS / EQUAL OPPORTUNITY CONTRACTOR shall comply with all applicable equal employment oppommity and af- firmative action laws or regulations. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, na- tional origin, gender, age or disability. The CONTRACTOR will take affirmative action to insure that all employment practices are free from such discrimination. Such employ- ment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within 30 days of the effective date of this Agreement The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104Co) and Sec- tion 109 of Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive Order 11246 as amended by Executive Orders 11375 and 12086. 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 roles and regulations. In the event of CONTRACTOR's non-compliance with the non-discrimination require- ments, CITY may cancel or terminate the Agreement in whole or in part, and CON- TRACTOR may be barred from further contracts with CITY. 18. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex- amination. Such personnel policies shall: 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 Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY. 19. CONFLICT OF INTEREST CONTRACTOR covenants that neither it nor any member of its governing body pres- ently 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 Agreement. CON- TRACTOR further covenants that in the performance of this Agreement, no person hav- ing such interest shall be employed or appointed as a member of its governing body. CONTRACTOR further covenants that no member of its governing body or its staff, sub- contractors 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. 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 participate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporation, partnership, or association in which he or she has a direct or indirect interest. 20. 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" in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A. Neither the funds advanced pursuant to this Agreement, nor any personnel which may be employed by the CONTRACTOR with funds advanced pursuant to this Agreement shall be in any way or to any extent engaged in any conduct or political activity in contravention of Chapter 15 of Title 5 of the United States Code. B. The CONTRACTOR is prohibited from using funds provided herein or personnel em- ployed in the administration of the program for: political activities; sectarian or religious activi- ties, lobbying, political patronage or nepotism activities. C. The CONTRACTOR agrees that none of the funds or services provided directly or indi- rectly under this Agreement shall be used for any partisan political activity or to further the elec- tion of defeat of any candidate for public office, or for publicity, lobbying and/or propaganda purposes designed to support or defeat pending legislation. Employees of the CONTRACTOR connected with any activity that is funded in whole or in part by funds provided to CONTRAC- TOR under this Agreement may not under the term of this Agreement: 1. Use their official position or influence to affect the outcome of an election or nomi- nation. 2. solicit contributions for political purposes; or 3. take an active part in political management or in political campaigns. CONTRACTOR hereby agrees to sign a Certification Regarding Lobbying included herein as Exhibit "C" and if necessary, the Disclosure of Lobbying Activities provided by the CITY. 22. PUBLICITY Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRACTOR, the advertising medium shall state that the U.S. Department of Housing and Urban Development's Community Development Block Grant Program ftmding through the City of Denton has made the project possible. All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Agreement. When ma- terial 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 Com- munity Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, corre- spondence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. CHANGES AND AMENDMENTS Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. 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. CON- TRACTOR 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 un- der this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. (Ii 26 CONTRACTOR will submit revised budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein is altered ac- cording to the total levels contained in any portion of Exhibit B. 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 writ- ten amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. CITY may, from time to time during the term of the Agreement, request changes in Ex- hibit A, which may include an increase or decreased 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. Any alterations, deletion, or additions to the Contract Budget Detail incorporated in Ex- hibit B shall require the prior written approval of CITY. CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least 30 calendar days in advance of the change. CONTRACTOR shall notify CITY of any changes in personnel or governing board com- position. It is expressly understood that neither the performance of Exhibit A for any program con- tracted hereunder nor the transfer of funds between or among said programs will be per- mired. 24. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly per- form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice 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 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 com- pliance, the provisions of Section 25 may be effectuated. 25. TERMINATION CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of sus- pension as provided in Section 24. (2) CONTRACTOR's failure to materially comply with any of the terms of this Agree- ment. (3) CONTRACTOR's violation of covenants, agreements or guarantees of this Agree- ment. (4) Termination or reduction of funding by the United States Department of Housing and Urban Development. (5) 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 substantially exceeding reason- able requirements; (c) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. (6) Appointment of a trustee, receiver or liquidator for all or substantial part of CON- TRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR. (7) CONTRACTOR's inability to conform to changes required by Federal, State and lo- cai laws or regulations as provided in Section 4, and Section 2, of this Agreement. (8) The commission of an act of bankruptcy. (9) 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 source specified in Exhibit B. CITY may terminate this Agreement for convenience at uny time. If CITY terminates this Agreement 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 un 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. 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 performunce hereunder. CONTRACTOR may opt, within the limitations of this Agreement, to seek un 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 Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement. Upon receipt of notice to terminate, CONTRACTOR shall cuncel, withdraw or otherwise terminate any outstunding orders or subcontracts, which relate to the performunce 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 in this paragraph. Notwithstanding any exercise by CITY of its right of suspension or termination, CON- TRACTOR 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. 26. NOTIFICATION OF ACTION BROUGHT In the event that uny claim, demund, suit or other action is made or brought by uny per- son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two working days after being notified of such claim, de- mund, suit or other action. Such notice shall state the date und hour of notification of any such claim, demund, 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 uny type of action or proceeding; the basis of such claim, action or proceeding; und the name of any person(s) against whom such claim is being made or threatened. Such written notice shall be delivered ei- ther personally or by mail. 27. Ae INDEMNIFICATION It is expressly understood and agreed by both parties hereto that CITY is contract- ing with CONTRACTOR as an independent contractor and that as such, CON- TRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on ac- count 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. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and 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. 28. NON-RELIGIOUS ACTIVITES The CONTRACTOR will provide all services under this Agreement in a manner that is exclu- sively non-religious in nature and scope. There shall be no religious services, proselytizing,, in- struction or any other religious preference, influence or discrimination in connection with pro- viding the services hereunder. 29. MISCELLANEOUS CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any in- terest therein, or any claim arising thereunder, to any party or parties, bank, trust com- pany or other financial institution without the prior written approval of CITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the re- maining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. 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 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 CONTRAC- TOR. 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, (>i 26 which rights, powers, privileges, or remedies are always specifically preserved. No repre- sentative or agent of CITY may waive the effect of this provision. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, un- derstanding, or other commitment occunSng during the term of this Agreement, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed in writ- ing, and if appropriate, recorded as an amendment of this Agreement. In the event any disagreement or dispute should arise between the parties hereto pertain- ing to the interpretation or meaning of any part of this Agreement 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 interpre- tation. For purposes of this Agreement, all official communications and notices among the par- ties shall be deemed made if sent postage paid to the parties and address set forth below: TO CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 TO CONTRACTOR: Family Health Care, Inc ATTN: Patrice Capan, Executive Director PO BOX 1611 Denton, TX 76202 This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdic- tion sitting in Denton County, Texas. IN WJTNESS OF~WHICH this Agreement has been executed on this the ~~gff/ day of?/~~P-~'~_' 2004. CITY OF DENTON BY: ~ MICHAEL A. CON~F CITY MANAGER ATFEST: JENNIFER WALTERS CITY SECRETARY APPRE~ED AS TO LEGAL FORM: HERBERT L. PROUTY CITY ATTORNEY FAMILY HEALTH CARE, INC. EXECUTIVE D1RECTO'I~ ATTEST: *fi' 26 EXHIBIT A SCOPE OF SERVICES FAMILY HEALTH CARE, INCORPORATED The Scope of Services under this Agreement shall be as follows: SECTION I - ACTIVITY CONTRACTOR shall provide prenatal care to non-Medicaid eligible pregnant women. Beneficiaries of the services to be provided hereunder must reside in the City of Denton and CONTRACTOR shall provide services to low to moderate income non-Medicaid eligible preg- nant women. SECTION II - SERVICES In order to complete the agreed upon activity CONTRACTOR shall provide the following services: · Initial prenatal visit with history · Physical exam · Sonogram and follow-up sonogram · Lab work · Social worker assessment · Work with the Denton County Health Department to provide outreach on prenatal care and participate with the Denton County Health Department on any infant mortality pro- jects or work groups. · Referral to childbirth and parenthood classes · Advanced Practice Nurses (APN) will provide client care and consult with the supervis- ing physicians as appropriate SECTION III - UNIT OF SERVICE A unit of service will be the tool by which the CITY and the CONTRACTOR can measure per- formance under this agreement. A unit of service shall be defined as the appropriate prenatal services to an individual client including but not limited to the services as described in Section II - Services. SECTION IV - GOALS CONTRACTOR shall provide not less than twelve traits of service per month. The total number of units of service required constitutes the performance target for the CONTRACTOR under this Agreement. The CONTRACTOR will provide services to approximately twelve women per month from the City of Denton will be served through the prenatal program persons during the term on this Agreement. CONTRACTOR shall provide the services listed in this Agreement within the monetary limits contained in Exhibit B, entitled "Budget", attached hereto and incorporated by reference herein. In no event shall compensation to the CONTRACTOR exceed the lesser of the CONTRAC- TORS's costs attributable to the work performed as stated herein, or sum of Thirty Thousand Dollars ($30,000.00). Direct Service Outcome SECTION IV - OUTCOMES Five percent or less of the newbom babies of mothers served by the program will have a low birth weight rate of 5.8 lbs. or less. The rate of Gestational Diabetes in mothers will be 4% or less. First trimester enrollment for the program will be at least 40%. Community Outcome Family Health Care, Incorporated assists the City of Demon in the provision of health care ser~ vices necessary for low-income and indigent special populations, pregnant women, as outlined in the 2000-2005 City of Denton Consolidated Plan for the use of Community Development Block Grant funds. Family Health Care benefits the citizens of the City of Denton and supports a coor- dinated effort to maximize community resources by: Pre-natal services to low and moderate income women assisting in the reduction of the City's rate of infant mortality, Gestation Diabetes, and pre-mature births. Work with the Denton County Health Department to provide outreach on prenatal care and participate with the Denton County Health Department on any infant mortality pro- jects or work groups. Increasing the opportunity for improvement in parental awareness, information, and skills through referrals to childbirth and parenthood classes. Exhibit B Budget FAMILY HEALTH CARE, INCORPORATED Allowable Expenditure Budget Amount Initial Visit $114.00 $30,000.00 Return or Postpartum $ 47.00 Ultrasound $105.00 Follow up Ultrasound $ 55.00 Non-Stress Test $ 35.00 Nutritionist Visit $ 45.00 Case Management $ 35.00 Total $30,000.00 Family Health Care, Inc. will be reimbursed on a fee for service basis for services provided to residents of Denton. Fees for particular services are described above. Exhibit C Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, re- newal, amendment, or modification of any Federal contract, grant, loan or coopera- tive agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an em- ployee of a Member of Congress in connection with a Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-ILL, "Disclosure Form to Report Lobbying," in accordance with its instruc- tions. (3) The undersigned shall require that the language of this Certification be included in the award documents for all subawards at all tiers (including subcontractors, sub- grants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, US Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee Signature Title Date: 2004-2005 Exhibit D Qualifying Income Limits for Federally Assisted Programs Maximum Income Levels Family Size Moderate Income 80% AMI - <65% AMI Low Income 65% AMI - <50% AMI Very-Low Income 50% AMI - <30% AMI Extremely-Low Income _<30% AMI 1 2 3 4 5 6 7 8 $37,250- $30,251 $42,550- $34,601 $47,900 -$38,901 $53,200- $43,251 $57,450 -$46,701 $61,700-$50,151 $65,950- $53,601 $70,200-$57,051 $30,250- $23,'301 $34,600 - $267601 $38,900- $291951 $43,250 - $33;251 $46,700- $35!901 $50,150- $38J551 $53,6OO-$41 $57,050- $42 Source: U.S. Department of Effective: 251 901 $23,300-$13,951 $26,600-$15,951 $29,950-$17,951 $33,250-$19,951 $35,900- $21,551 $38,550- $23,151 $41,250- $24,751 $43,900-$26,351 $13,950 or Below $15,950 or Below $17,950 or Below $19,950 or Below $21,550 or Below $23,150 or Below $24,750 or Below $26,350 or Below Housing and Urban Development October 2003