2002-294AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
PRENATAL PROGRAM FOR LOW-INCOME FAMILIES; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE DATE (BID
2881-PRENATAL PROGRAM FOR LOW-INCOME FAMILIES AWARDED TO FAMILY
HEALTH CARE, INC. IN THE AMOUNT OF $30,000).
WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of
necessary materials, equipment, supplies or services in accordance with the procedures of State law and
City ordinances; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described bids are the lowest responsible bids for the materials, equipment, supplies or
services as shown in the "Bid Proposals" submitted therefore; and
WI~REAS, the City Council has provided in the City Budget for the appropriation of funds to
be used for the purchase of the materials, equipment, supplies or services approved and accepted herein;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the following competitive bids for materials, equipment, supplies, or
services, described in the "Bid Proposals" on file in the office of City's Purchasing Agent filed
according to the bid number assigned hereto, are hereby accepted and approved as being the lowest
responsible bids for such items:
BID ITEM
NUMBER NO. CONTRACTOR AMOUNT
2881 1 Family Health Care, Inc. $30,000
SECTION 2. That the acceptance and approval of the above competitive bids, the City accepts
the offer of the persons submitting the bids for such items and agrees to purchase the materials,
equipment, supplies or services in accordance with the terms, specifications, standards, quantities and
for the specified sums conta'med in the Bid Invitations, Bid Proposals, and related documents.
SECTION 3. That the City and persons submitting approved and accepted items and of the
submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and
awarding of the bids, the City Manager or his designated representative is hereby authorized to execute
the written contracts which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid
Proposal and related documents herein approved and accepted.
SECTION 4. That by the acceptance and approval of the above competitive bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids or pursuant to a written contract made pursuant thereto as authorized herein.
SECTION 5. That this ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the / ~-?J day of ~,-~,/'~JW, 2002.
EULINEBROC~MAYOR
ATTEST:
JENNWERWALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
TTO Y
2002-2003
CDBG SERVICE
AGREEMENT BETWEEN THE CITY OF DENTON AND
FAMILY HEALTH CARE, INC.
BID # 2881
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, 513 South Locust, Denton, TX 76201, 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 Office 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, 2002, and shall terminate on Sep-
tember 30, 2003, unless sooner terminated in accordance with Section 26 "Termination".
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the performance of all services and
activities described in the Work Statement attached hereto as Exhibit A, and incorporated herein
by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with
the terms herein. CITY will consider CONTRACTOR's executive officer to be CONTRAC-
TOR'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.
Ao
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 incorpo-
rated herein by reference. Notwithstanding any other provision of the Agreement, the to-
tal of all payments and other obligations 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, 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.
(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 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
form CITY, or after CITY has requested that CONTRACTOR furnish data eon-
ceming such action prior to proceeding further, unless and until CITY advises
CONTRACTOR to proceed.
(5)
CITY shall not be obhgated or liable under this Agreement to any party other than
CONTRACTOR for payment of any monies or provision of any goods or ser-
vices.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
A. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas
and ordinances of the City of Denton.
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 them 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, adm'mister, and carry out all of the activities and
services set out in the WORK STATEMENT, attached hereto and incorporated herein for all
purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incoxpo-
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 Work Statement 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 Thirty Thousand Dollars ($30,000.00) for services rendered
under this Agreement. CITY will pay these funds on a reimbursement basis to the CON-
TRACTOR within twenty days after CITY has received supporting documentation.
CONTRACTOR's failure to request reimbursement on a timely basis may jeopardize
present or future funding.
Funds are to be used for the sole purpose of providing prenatal care to indigent persons.
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/Reversion of Assets. Upon terminated of this Agreement, should any
expense or change for which payment has been made be subsequently disallowed or dis-
approved as a result of any auditing or monitoring by CITY, the Department of Housing
and Urban Development, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten working days of a written notice to CONTRACTOR, which
specifies the amount disallowed. If CITY finds that CONTRACTOR is unwilling and/or
unable to comply with any of thc 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. Thc revision of
these financial assets shall be in addition to any other remedy available to CITY either at
law or in equity for breach of this Contract.
Refunds of disallowed costs may not be made fi.om these or any funds received fi.om or
through CITY.
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 aga'mst 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 exisfmg 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 rema'm unliquidated, CONTRACTOR shall not, without the prior written consent
of the Community Development Administrator or her authorized representative:
0)
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.
Should CONTRACTOR use funds received under this Agreement to acquire or improve
real property under CONTRACTOR's control, CONTRACTOR agrees and covenants:
(1)
That the property shall be used to meet one of the national objectives stated in 24
CFR 570 until August 31, 2007.
(2)
That should CONTRACTOR transfer or otherwise dispose of said property on or
before August 31, 2007, CONTRACTOR shall reimburse CITY in the amount of
the fair market value of this property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improvement to, the prop-
erty.
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-
fifth (1/5) 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 ser-
vices, equipment, or real or personal property. Any procurement or purchase which may be ap-
proved under the terms of this Agreement must be conducted in its entirety in accordance with
the provisions of this Agreement.
11.
PROGRAM INCOME
For purposes of this Agreement, program income means earnings of CONTRACTOR
realized fi.om activities resulting fi.om this Agreement or fi.om 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
fi.om 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, based upon advice received
from representatives of the U.S. Department of Housing and Urban Development (HUD),
that any fees collected for services performed by CONTRACTOR shall be spent only for
service provision. These fees or other program income will be deducted from the regular
reimbursement request.
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. CON-
TRACTOR's record system shall contain sufficient documentation to provide in detail
full support and justification for each expenditure. Nothing in this Section shall be con-
strued 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 within ten days after receipt of such.
14.
MONITORING AND EVALUATION
CITY shall perform on-site monitoring of CONTRACTOR's performances under this
Agreement.
CONTRACTOR agrees that CITY may can-y out monitoring and evaluation activities to
ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and
Objectives, which are attached hereto as Exhibit A, as well as other provisions of this
Agreement.
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 fmdings.
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 goveming 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 hability 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.
EQUAL OPPORTUNITY
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.
CONTRACTOR shall comply with all applicable equal employment opporttmity and af-
firmative action laws or regulations.
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 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
None of the performance rendered hereunder shall involve, and no portion of the funds
received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any
political activity (including, but not limited to, an activity to further the election or defeat
of any candidate for public office) or any activity undertaken to influence the passage,
defeat or final content of legislation.
None of the performance rendered hereunder shall involve, and no portion of the funds
received by CONTRACTOR hereunder shall be used for or applied directly or indirectly
to the construction, operation, maintenance or administration, or be utilized so as to bene-
fit in any manner any sectarian or religious facility or activity.
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 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 fi:ont 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 fi:om
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.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub-
mitting any application for funding in accordance with the following procedures:
When the application is in the planning stages, CONTRACTOR shall submit to CITY a
description of the funds being applied for, and the proposed use of funds.
Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify
CITY of such award and the effect, if any, of such funding on the funds and program(s)
contracted hereunder. Such notice shall be submitted to CITY, in writing, within ten
working days of receipt of the notice of award or fimding award by CONTRACTOR, to-
gether with copies of the budget, program description, and Agreement.
CONTRACTOR shall not use funds provided hereunder, whether directly or indirectly,
as a contribution, or to prepare applications to obtain any federal or private funds under
any federal or private program without the prior written consent of CITY.
24.
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
according 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
permitted.
25.
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-
rice 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 26 may be effectuated.
26.
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
suspension as provided in Section 25.
(2) CONTRACTOR's violation of covenants, agreements or guarantees of this
Agreement.
(3)
Termination or reduction of funding by the United States Department of Housing
and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a)
is in such unsatisfactory financial condition as to endanger performance
under this Agreement;
(b)
has allocated inventory to this Agreement 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.
(5)
Appointment of a trustee, receiver or liquidator for all or substantial part of
CONTRACTOR's property, or institution of bankruptcy, reorganization, rear-
rangement of or liquidation proceedings by or against CONTRACTOR.
(6)
CONTRACTOR's inability to conform to changes required by Federal, State and
local laws or regulations as provided in Section 4, and Section 24(D), of this
Agreement.
(7) The commission of an act of bankruptcy.
(8)
CONTRACTOR's violation of any law or regulation to which CONTRACTOR is
bound or shall be bound under the terms of the 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 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.
27.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is made or brought by any per-
son(s), firm corporation or other entity 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.
28.
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.
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 fome 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 constmed 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,
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 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 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: Patfice Capan, Executive Director
513 South Locust
Denton, TX 76201
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.
City of Denton - Community Development Division
Qualifying Income Limits for Federally Assisted Programs
FY 2002~2003
Maximum Income Levels
Family
Size
1
2
3
4
5
6
7
8
Source:
Moderate Income
80% AMI - <65% AMI
Low Income Very-Low Income
65% AMI - <50% AMI 50% AMI - <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
U.S. Department of Housing and Urban Development
Effective: October 2002
Extremely-Low Income
_<30% AMI
$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
of
1N WITNESS OF WHICH this Agreement has been executed on this the /7"~ day
, ~p~ ~Zd~/'fl,,~-d-(_.. ,2002.
/
CITY OF DENTON
CITY MANAGER
ATTEST:
JENNIFER WALTERS
CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY
CITY ATTORNEY
FAMILY HEALTH CARE, INC.
ATTEST:
B(~ARD SECRETARY
EXHIBIT "A"
WORK STATEMENT
FAMILY HEALTH CARE, 1NC.
· Provide prenatal care to non-Medicaid eligible pregnant women who have financial diffi-
culties and are unable to afford prenatal care without some assistance.
· The services these women will receive will include: initial prenatal visit with history,
physical, sonogram, lab work, and 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.
· Clients will be provided the opportunity to attend childbirth and parenthood classes.
· Advanced Practice Nurses (APN) will provide client care and consult with the supervis-
ing physicians as appropriate.
OUTCOME MEASURES
· Newborn babies of mothers served by the program will have a low birth weight rate of
5% or less.
· The rate of Gestation Disease in mothers will be 4% or less.
· First trimester enrollment for the program will be at least 40%.
· A minimum of 12 women per month fi-om the City of Denton will be served through the
prenatal program.
Page 20 of 22
EXHIBIT "B"
BUDGET
FAMILY HEALTH CARE, INC.
PRENATAL CLINIC
Initial Visit
Return or Postpartum
Ultrasound
Follow up Ultrasound
Non-Stress Test
Nutritionist Visit
Case Management
$114.00
$ 47.00
$105.00
$ 55.00
$ 35.00
$ 45.00
$ 35.00
Total Budget $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 broken down above.
Page 21 of 22