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2001-354ORDINANCE NO AN 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 2706 - PRENATAL PROGRAM FOR LOW-INCOME FAMILIES, AWARDED TO FAMILY HEALTH CARE, INC , FOR $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 WHEREAS, 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 2706 ALL 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 subauttmg 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 contmned 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 awarchng 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 C~ty Councd hereby authorizes the expenditure of funds therefor in the amount and m accordance w~th the approved b~ds or pursuant to a written contract made pursuant thereto as authorized hereto SECTION 5 That this orchnance shall become effective ~mmechately upon its passage and approval PASSED AND APPROVED this the /~'t.~ day of (~?/q'~f'-, 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERB~ ATTORNEY 2B70Y6 ~RENATA PRO~ ~R LOW-INCOME FAMILIES CONTRACT ORDINANCE 2001-2002 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND FAMILY HEALTH CARE, INC BID #2706 This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through ~ts City Manager, pursuant to orthnance, 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 certmn 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 there~n an author- ized budget for expenditure of funds for, and WHEREAS, CITY has designated the Community Services Office as the d~vlslon re- sponsible for the admlmstratlon of th~s Agreement and all matters pertmmng 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 obhgatlons and to the performance and accomplishment of the conditions hereinafter described 1 TERM Th~s Agreement shall commence on or as of October 1, 2001, and shall terminate on Sep- tember 30, 2002, unless sooner terminated in accordance with Section 26 "Termlnat~on" 2 RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described m 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 Page 1 of 22 The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement A 3 CITY'S OBLIGATION Limit of habihty. 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 m this Section and Section 7 of this Agreement (1) The parties expressly understand and agree that CITY's obhgatlons under this Section are contingent upon the actual receipt of adequate Community Develop- ment Block Grant (CDBG) funds to meet CITY's hablhties under this Agreement If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writing wthln a reasonable time after such fact has been determined CITY may, at its option, either reduce the amount of its llablhty, as specified an Subsection A of this Section or terminate the Agreement If CDBG funds ehglble 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 th~s Agreement in no way obligates the General Fund or any other momes or credits of the City of Denton (3) CITY shall not be hable 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, ~ncludmg all exhibits attached hereto, Page 2 of 22 A B C D (d) has not been billed to CITY w~thln 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 whmh is ~ncurred with re- spect to any actlwty of CONTRACTOR reqmnng prior written authorization form CITY, or after CITY has requested that CONTRACTOR furmsh data con- cemmg such action prior to proceeding further, unless and untd CITY adwses CONTRACTOR to proceed (5) CITY shall not be obhgated or liable under this Agreement to any party other than CONTRACTOR for payment of any momes or provision of any goods or ser- vices e COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A CONTRACTOR shall comply with all apphcable federal laws, laws of the State of Texas and ordinances of the City of Denton 5 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 ~nto 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 brad CONTRACTOR to all terms, performances and prows~ons here~n set forth CITY shall have the right, at its option, to e~ther temporarily suspend or permanently terminate thxs Agreement ~f there is a dispute as to the legal authority of either CON- TRACTOR or the person slgmng 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 prows~ons of this Agreement ~f CITY has suspended or terrmnated th~s Agreement for the masons enumerated in this Section CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement wall in no way be substituted for funds and resources from other Page 3 of 22 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 WORK STATEMENT, 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 w~th all other terms, provisions and reqmrements of th~s Agreement No modfficatlons or alterations may be made in the Work Statement without the prior written approval of the City's Community Development Admlmstrator PAYMENTS TO CONTRACTOR A 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 th~s Agreement CITY will pay these funds on a reimbursement basis to the CON- TRACTOR w~th~n 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/Reversaon of Assets Upon terminated of this Agreement, should any expense or change for which payment has been made bc subsequently disallowed or dis- approved as a result of any au&ting 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 &sallowed If CITY finds that CONTRACTOR is unwilling and/or Page 4 of 22 E A B C D unable to comply with any of the terms of this Contract, CITY may reqmre a refund of any and all money expended pursuant to th~s Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY w~thm ten working days of a wntren notme to CONTRACTOR to revert these financial assets The rewsmn of these financml assets shall be m addmon to any other remedy avmlable to CITY e~ther at law or m eqmty for breach of this Contract Refunds of d~sallowed costs may not be made from these or any funds received from or through CITY Obhgat~on of Funds. In the event that actual expenditure rates dewate from CON- TRACTOR's prows~on of a corresponding level of performance, as specffied in Exhibit A, CITY hereby reserves the right to reapproprlate or recapture any such underexpended funds Contract Close Out CONTRACTOR shall submit the Agreement close out package to CITY, together w~th a final expendxture report, for the t~me period covered by the last m- vome requesting reimbursement of funds under this Agreement, wathln 15 working days followang the close of the Agreement period CONTRACTOR shall utflme the form agreed upon by CITY and CONTRACTOR 8 WARRANTIES CONTRACTOR represents and warrants that All ~nformat~on, 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, s~nce that date, have not undergone any slgmficant change w~thout written notme to CITY Any supporting financml statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the flnancml condition of CONTRAC- TOR on the date shown on smd report, and the results of the operation for the period cov- ered by the report, and that since smd date, there has been no material change, adverse or otherwise, ~n the financml condmon of CONTRACTOR No htxgat~on or legal proceedings are presently pending or threatened agmnst CON- TRACTOR None of the proms~ons herein contravene or are ~n conflict w~th the authority under which CONTRACTOR ~s doing business or w~th the prows~ons of any existing ~ndenture or agreement of CONTRACTOR Page 5 of 22 E CONTRACTOR has the power to enter into this Agreement and accept payments hem- under, and has taken all necessary action to authorize such acceptance under the terms and conditions ofth~s Agreement F None of the assets of CONTRACTOR is subject to any hen or encumbrance of any char- acter, except for current taxes not dehnquent, except as shown ~n the financial statements furmshed by CONTRACTOR to CITY Each of these representations and warrant~es shall be cont~nmng and shall be deemed to have been repeated by the submms~on of each request for payment COVENANTS A During the period of time that payment may be made hereunder and so long as any pay- ments remmn unliqmdated, CONTRACTOR shall not, without the prior written consent of the Community Development Admlmstrator or her authorized representatave (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by ~t, 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, assagn, pledge, transfer or otherwise d~spose of accounts receivables, notes or clmms for money due or to become due (3) Sell, convey, or lease all or substanttal part of its assets (4) Make any advance or loan to, or ~ncur any habihty for any other firm, person, en- tity or corporation as guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or ~tem of personal property pur- chased w~th funds prod to CONTRACTOR by CITY, unless CITY anthonzes such transfer B Should CONTRACTOR use funds received under th~s Agreement to acqmre or improve real property under CONTRACTOR's control, CONTRACTOR agrees and covenants (1) That the property shall be used to meet one of the nattonal objectives stated ~n 24 CFR 570 until August 31, 2006 (2) That should CONTRACTOR transfer or otherwise dispose of smd property on or before August 31, 2006, CONTRACTOR shall reimburse CITY In the amount of the fair market value of this property less any portion of the value attributable to Page 6 of 22 expenditures of non-CDBG funds for acqmsltlon of, or improvement to, the prop- erty C CONTRACTOR agrees, upon written request by CITY, to require its employees to attend trmmng sessmns sponsored by the Commumty Serwces D~vlslon 10 ALLOWABLE COSTS A Costs shall be considered allowable only ~f incurred directly and spemfically ~n the per- formance of and in comphance w~th th~s Agreement and m conformance vath the stan- dards and provisions of Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written ap- proval, even though certmn ~tems may appear herein CITY's prior written authonzatmn Is reqmred in order for the following to be considered allowable costs (1) Encumbrances or expenditures during any one month period whmh exceeds one- fifth (1/5) of the total budget as specified m Exhibit B (2) CITY shall not be obligated to any third part~es, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract ser- vice extending beyond the explratmn of th~s Agreement (3) Out of town travel (4) Any alterations or relocation of the famhtles on and ~n which the activities spem- fled m 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 serwces (8) Fees for atten&ng out of town meetings, seminars or conferences Written requests for prior approval are CONTRACTOR's responslbd~ty and shall be made w~th~n sufficient time to permit a thorough rewew by CITY CONTRACTOR must obtmn written approval by CITY prior to the commencement of procedures to solicit or purchase ser- wces, eqmpment, or real or personal property Any procurement or purchase whmh may be ap- proved under the terms of this Agreement must be conducted ~n its entirety ~n accordance w~th the prows~ons of th~s Agreement Page 7 of 22 A B C D A B 11. PROGRAM INCOME For purposes of this Agreement, program income means earnings of CONTRACTOR realized from aetlvmes 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 futilities of CONTRACTOR provided as a result of this Agreement, and payments from clients or third part, es for services rendered by CONTRACTOR under this Agree- ment CONTRACTOR shall malntmn records of the receipt and disposition of program income m 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 servaces or activities It is CONTRACTOR's responsibility to obtatn from CITY a prior determination as to whether or not income arising directly or andlrectly from thas Agreement, or the perform- anee 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 mmntmn 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 Exlublt 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 detml full support and justification for each expenditure Nothing in this Section shall be con- strued to relieve CONTRACTOR of fiscal accountabthty and habthty 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 retmn 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 Page 8 of 22 C Nottung an the above subsections shall be construed to mheve CONTRACTOR of re- sponsibility for retmnmg accurate and current records which clearly reflect the level and benefit of services provided under this Agreement D At any reasonable t~me and as often as CITY may deem necessary, the CONTRACTOR shall make avmlable to CITY, HUD, or any of thear authorized representataves, all of ~ts records and shall permit CITY, HUD, or any of their authorized representataves to audat, examine, make excerpts and cop~es of such records, and to conduct audits of all contracts, ~nvolces, matermls, payrolls, records of personnel, conditions or employment and all other data requested by smd representatives 13 REPORTS AND INFORMATION At such times and ~n such form as CITY may require, CONTRACTOR shall furmsh such statements, records, data and ~nformatlon as CITY may request and deem perttnent to matters covered by th~s Agreement CONTRACTOR shall submit quarterly beneficmry and financml reports to CITY no less than once each three months The beneficiary report shall detml chent ~nformat~on, ~ncludmg race, ~ncorne, female head of household and other statistics reqmred by CITY The financial re- port shall include mformat~on and data relative to all programmatac and financml reporting as of the beg~nmng date specffied an Sectaon 1 of this Agreement Beneficiary and financial reports shall be due to C~ty w~than 15 working days after the completmn of each quarter Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit conducted by Independent examiners w~thln ten days after receipt of such 14. MONITORING AND EVALUATION A CITY shall perform on-sate momtorlng of CONTRACTOR's performances under thls Agreement B CONTRACTOR agrees that CITY may carry out momtonng and evaluataon actavat~es to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and ObJectives, wbach are attached hereto as Exhibit A, as well as other provisions of thts Agreement C CONTRACTOR agrees to cooperate fully wath CITY an the development, amplementa- tlon and mmntenance of record-keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its momtormg and evaluation responslbfil- ties Page 9 of 22 D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in sueh momtorlng and to designate one of its staff to coordinate the monitoring process as requested by CITY staff E After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of momtorlng findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five 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 A CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement B The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by premise liability Insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional insured Upon request of CONTRACTOR, CITY may, at ItS sole discretion, approve al- ternate insurance coverage arrangements C CONTRACTOR will comply with apphcable workers' compensation statues and will obtain employers' liability coverage where avmlable and other appropriate liability cov- erage for program participants, if applicable D CONTRACTOR will mmntmn adequate and continuous hablhty 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 hablhty Insurance Evidence of the Page 10 of 22 employee's current possession of a valid license and insurance must be malntmned on a current basis in CONTRACTOR's files E Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contmn a clause which requires that City and Contractor be notified m writing of any cancellation of change in the policy at least 30 days prior to such change or cancellation 17. EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a written plan for compliance vath the Equal Employment and Affirmative Action Federal provisions, within 30 days of the effective date of this Agreement B CONTRACTOR shall comply with all apphcable equal employment opportunity and af- firmative action laws or regulations C CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to Its books, records, and accounts for purposes of investigation to ascertain compliance w~th local, state and Federal rules and regulations D In the event of CONTRACTOR's non-compliance with the non-discrimination require- ments, CITY may cancel or terminate the Agreement in whole or ~n 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 avmlable for ex~ aminatlon Such personnel policies shall A Be no more liberal than CITY's personnel policies, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be in writing and shall be approved by the goveming body of CONTRACTOR and by CITY 19. CONFLICT OF INTEREST Page 11 of 22 A CONTRACTOR covenants that neither it nor any member of its governing body pres- ently has any mterest, direct or indirect, which would conflict in any manner or degree w~th the performance of serwces reqmred to be performed under th;s Agreement CON- TRACTOR further covenants that m the performance of this Agreement, no person haw lng such interest shall be employed or appointed as a member of 1ts governing body B CONTRACTOR further covenants that no member of its governing body or its staff, sub- contractors or employees shall possess any ~nterest ~n or use his position for a purpose that is or g~ves the appearance of being motivated by desire for private gmn for himself, or others, particularly those vath which he has family, bus~ness, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responslbthtles m the rewew or approval of the undertaking or carrying out of th~s Agreement shall pammpate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporation, partnerslup, or assomat~on m which he or she has a direct or indirect ,nterest 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 lmmedmte family" cludes wife, husband, son, daughter, mother, father, brother, sister, m-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister 21 POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any pohtlcal activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any act~wty undertaken to influence the passage, defeat or final content of legislation B None of the performance rendered hereunder shall ~nvolve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, mmntenance or administration, or be utilized so as to bene- fit m any manner any sectarian or religious facthty or activity 22. PUBLICITY A Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement In any news release, sign, brochure, or Page 12 of 22 other advertlsmg medtum, dtssemlnattng mformat~on prepared or distributed by or for CONTRACTOR, the advertising medium shall state that the U S Department of Housing and Urban Development's Commumty Development Block Grant Program funding through the C~ty of Denton has made the project possible B All published material and written reports submitted under this project must be origtnally developed material unless otherwise specifically provided tn this Agreement When ma- terial not originally developed is included tn a report, the report shall identify the source an the body of the report or by footnote Thts provision is applicable when the material is tn a verbatim or extensive paraphrase format All published material submitted under thts project shall tnclude the followtng reference on the front cover or t~tle page This document ~s prepared in accordance with the City of Denton's Com- mumty Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, anquIrIes, corre- spondence and related material submitted by CONTRACTOR shall become the property of CITY upon recetpt 23 FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR ts preparing or sub- mltting any application for funding in accordance with the following procedures A When the apphcatlon is in the planning stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds B Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify CITY of such award and the effect, If any, of such funding on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, in writing, within ten working days of receipt of the notice of award or funding award by CONTRACTOR, to- gether wtth copies of the budget, program description, and Agreement C CONTRACTOR shall not use funds provided hereunder, whether directly or indirectly, as a contribution, or to prepare apphcatlons to obtain any federal or private funds under any federal or private program vothout the prior written consent of CITY Page 13 of 22 A B C D E F G H 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 hne ~tems within budget categories set forth m Exhthlt 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 rews~on shall not increase the total monetary obligation of CITY un- der this Agreement In addition, budget revisions cannot slgmficantly 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 hereto is altered ac- cording to the total levels contained in any port,on 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 ~nclude an increase or decreased ~n 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 ~n Ex- hibit B shall require the prior written approval of CITY CONTRACTOR agrees to notify CITY of any proposed change ~n 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 ~n personnel or governing board eom- poslt~on 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- mltted Page 14 of 22 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, w~thout hm~t- 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 mml 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 deficaency 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- phance, the provisions of Section 26 may be effectuated 26 TERMINATION A CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated m this paragraph (1) CONTRACTOR's failure to attain comphance 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 m 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 Page 15 of 22 (s) Appomtment of a trustee, receiver or hqmdator for all or substantial part of CONTRACTOR's property, or restitution of bankruptcy, reorgamzatlon, rear- rangement of or liquidation proceedings by or agmnst CONTRACTOR (6) CONTRACTOR's lnabdlty to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section 24(D), of th~s Agreement (7) The commission of an act of bankruptcy (8) CONTRACTOR's violation of any law or regulation to whmh CONTRACTOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the demslon to terminate and the effective date of termmatlon Simultaneous notice of pen&ng termination maybe made to other funding source specified ~n Exhibit B B CITY may terminate this Agreement for convenience at any time If CITY terminates th~s Agreement for convenience, CONTRACTOR will be prod an amount not to exceed the total of accrued expenditures as of the effective date of termination In no event will th~s compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed hears to the total services of CONTRACTOR covered by the Agreement, less payments previously made C CONTRACTOR may terminate this Agreement in whole or in part by written notme to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, within the hmltatlons of this Agreement, to seek an alternative funding source, with the approval of CITY, prowded the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined m a contract between CONTRACTOR and the funding source in quemon CONTRACTOR may terminate this Agreement upon the &ssolutlon of CONTRAC- TOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall cancel, w~thdraw or otherwise terminate any outstanding orders or subcontracts, which relate to the performance of th~s Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obhgat~ons whatsoever ~ncurred after the termination date listed on the notice to terminate referred to in th~s paragraph E Notwithstanding any exermse by CITY of ~ts right of suspension or termination, CON- TRACTOR shall not be relieved of llablhty to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any Page 16 of 22 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 clmm, demand, stat or other action is made or brought by any per- son(s), firm corporation or other entity agmnst CONTRACTOR, CONTRACTOR shall g~ve written notice thereof to CITY w~thin two working days after being notified of such clmm, de- mand, suit or other action Such notme shall state the date and hour of notification of any such clmm, demand, stat 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 ~nstltute any type of action or proceeding, the basis of such clmm, action or proceeding, and the name of any person(s) agmnst whom such clmm is being made or threatened Such written not~ce shall be dehvemd ther personally or by mml 28 INDEMNIFICATION B It is expressly understood and agreed by both parties hereto that CITY is contract- lng with CONTRACTOR as an ~ndependent contractor and that as such, CON- TRACTOR shah save and hold CITY, its officers, agents and employees harmless from all habthty of any nature or land, 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 prowde the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, stats, causes of action, demands, damages, losses, attorney fees, expenses, and liability amsmg out of the use of these contracted funds and program admlmstratlon and implementation except to the extent caused by the willful act or omission of CITY, Its agents, employees, or contractors 29 MISCELLANEOUS A B CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any in- terest there~n, or any claim arising thereunder, to any party or parties, bank, trust com- pany or other financial mstltutaon without the prior written approval of CITY If any provision of this Agreement ~s held to be ~nvalld, illegal, or unenforceable, the re- mmmng provisions shall remmn m full force and effect and continue to conform to the original intent of both part,es hereto Page 17 of 22 C D F G of E In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to ~nsmt ~n any one or more instances upon the terms and conditions of th~s Agreement constitute or be construed ~n any way to be a wmver by CITY of any breach of covenant or default whmh may then or subsequently be committed by CONTRAC- TOR Neither shall such payment, act, or omission ~n any manner ~mpatr or prejudme any right, power, privilege, or remedy avmlable to CITY to enforce as rights hereunder, which rights, powers, pnwleges, or remedies are always specffically preserved No repre- sentative or agent of CITY may wmve the effect of th~s provision Thru Agreement, together w~th referenced exhibits and attachments, constitutes the entire agreement between the pames hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to th~s Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, un- derstanding, or other commitment occurnng dunng the term of th~s Agreement, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed ~n writ- rog, and ff approprmte, recorded as an amendment of th~s Agreement In the event any d~sagreement or d~spute should ar~se between the parties hereto pertmn- mg to the ~nterpretat~on or meaning of any part of th~s Agreement or its governing rules, codes, laws, ordinances or regulattons, CITY as the party ulUmately responsible to HUD for matters of eomphance, will have the final authority to render or to secure an interpre- tation For purposes of th~s Agreement, all official communmatlons and notmes among the par- t~es shall be deemed made if sent postage paid to the partms and address set forth below TO CITY. Cay Manager C~ty of Denton 215 E McKmney Denton, Texas 76201 TO CONTRACTOR Family Health Care, Inc ATTN Patnce Capan, Executive D~rector 513 South Locust Denton, TX 76201 Th~s Agreement shall be ~nterpreted in accordance with the laws of the State of Texas and venue of any ht~gat~on concerning th~s Agreement shall be in a court competent jurisdic- tion s~ttmg m Denton County, Texas IN WITNESS OF WHICH thts Agreement has been executed on th~s the //~ day ~'g~9 ~m ~' F~ ,2001 CITY OF DENTON B MtCHAEL'A vCdlX~I(LFA~ CITY MANAGER Page 18 of 22 ATTEST JENNIFER WALTERS CITY SECRETARY APIXROVED AS TO LEGAL FORM HERBERT L PROUTY CITY ATTEST BOARD SECRETXRY FAMILY HEALTH CARE, INC EXECUTIVE DIRECTOR Page 19 of 22 City of Denton - Community Services Division Qualifying Income Limits for Federally Assisted Programs FY 2001/2002 Maximum Income Levels Family Moderate Income Low Income Very. Low Income Extremely-Low Income S~ze 80% AMI - <65% AMI 65% AMI - <50% AMI 50% AMI - <30% AMI _<30% AMI 1 $36,050 - 29,316 $29,315 - $22,551 $22,550 - $13,531 $13,530 or Below 2 $41,200 - $33,476 $33,475 - $25,751 $25,750 - $15,451 $15,450 or Below 3 $46,350 - $37,701 $37,700 - $29,001 $29,000 - $17,401 $17,400 or Below 4 $51,500 - $41,861 $41,860 - $32,201 $32,200 - $19,321 $19,320 or Below 5 $55,650 - $45,241 $45,240 - $34,801 $34,800 - $20,881 $20,880 or Below 6 $59,750 - $48,556 $48,555 - $37,351 $37,350 - $22,411 $22,410 or Below 7 $63,900 - $51,936 $51,935 - $39,951 $39,950 - $23,971 $23,970 or Below 8 $68,000 - $55,251 $55,250 - $42,501 $42,500 - $25,551 $25,550 or Below Source: U S Department of Housing and Urban Development Effective: October 2001 Page 20 of 22 EXHIBIT "A" WORK STATEMENT FAMILY HEALTH CARE, INC Pr0wde prenatal care to non-Medtcald ehglble pregnant women who have financml d~ffi- cultzes and are unable to afford prenatal care w~thout some assistance The serwees these women will receive will ~nclude ~nltml prenatal wszt w~th h~story, physical, sonogram, lab work, and socml worker assessment · Work w~th the Denton County Health Department to provide outreach on prenatal care and partmlpate wzth the Denton County Health Department on any ~nfant mortality pro- jects or work groups · Chents will be prowded the oppomm~ty to attend childbirth and parenthood classes · Advanced Practice Nurses (APN) will provide chent care and consult w~th the supervis- ing physzcmns as approprmte OUTCOME MEASURES · Newborn babies of mothers served by the program will have a low b~rth weight rate of 5% or less · The rate of Gestation D~sease m mothers will be 4% or less · Fzrst mmester enrollment for the program will be at least 40% · A minimum of 12 women per month from the C~ty of Denton will be served through the prenatal program Page 21 of 22 EXHIBIT "B" BUDGET FAMILY HEALTH CARE, INC PRENATAL CLINIC Imtlal VlSlt Return or Postpartum Ultrasotmd Follow up Ultrasound Non-Stress Test Nutrmomst Visit Case Management $114 00 $ 47 00 $105 00 $ 55 00 $ 350O $ 45 00 $ 35O0 Total Budget $30,000 00 Family Health Care, Inc will be reimbursed on a fee for service basis for services prowded to residents of Denton Fees for particular services are broken down above Page 22 of 22