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2000-327 o rs cE ^cc PTr o (Bm 2526A - P~NAT~ PROO~ FOR LOW-~CO~ F~LIES, AWNED TO F~LY ~ C~, ~C, FOR $25,000) ~AS, t~ C~ ~ ~hc~t~ received ~ tabulated ~ve b~ ~r ~ p~ of neces~ ~te~, eqmp~nt, supp~s or ~ces m ac~rd~ce ~ ~ pro~s of STATE ~w ~ C~ty ord~ces, ~ ~AS, t~ Cx~ ~er or a desisted e~loyee ~ re~w~ ~ ~~ ~t the hemm ~scn~ b~ ~e t~ bwea ~s~mtble bids for the mter~, eqmp~, supphes or ~mces ~ shorn m the "Bd Pro~" subm~ed therefore, ~ ~AS, ~e Cl~ Coati ~ promd~ m the Cl~ Budget for ~ appropmt~on of~ds m ~ u~ ~r ~e p~c~ of the ~e~, eqmp~nt, supphes or se~lces approved ~ accepted hereto. NOW. T~FO~. T~ CO~CIL OF T~ CITY OF DE~ON ~BY O~S ~ ~t the fo~o~ co.give bids for mte~. eqmp~, supphes, or ~mces, ~m~d m ~e "Bd Pm~" on ~e m ~e office of C~ty's P~c~mg Agent ~ed ~mr~ to ~e b~d nm~r ~sl~ hereto, ~e ~reby accepted ~ approved ~ ~mg the bwe~ respom~ble bids for such ~ BID I~M 2526A ~L F~LY ~TH C~, INC $25,000 ~, ~t the ~c~t~ce ~ approv~ of the a~ve co~etatve bids, the Cl~ ~cepts ~ off~ of ~ ~som su~mg the bds for such lte~ ~ a~s to p~ the mte~s, ~mp~nt, mpphes or seres m ~cor~ce ~th the tern, s~cffi~tmm, a~ds, q~t~ms ~ for the ~ffied s~ coned m the Bd Inmtatmm, Bd ~opo~, ~ re~ted docents ~ ~t the C~ty ~ persom subm~mg approv~ ~d ~Pt~ tte~ ~ °f~ su~ b~ds ~h m enter into a fo~ ~ agme~m ~ a reset of~e ~ept~ce, approve, ~ aw~ of~ bids, t~ Cl~ M~ger or ~ desigmted represemative is hereby au~o~d to execute ~ ~Ren contracts w~ch s~ ~ arched hereto, provided t~t the ~Ren contr~t m m ~r~ ~h ~e tern. coat,om, sp~fficat~om, s~ds. q~ttties ~d ~cffied s~ ~n~od m ~ Bd Pm~ md re~t~ ~c~nts hereto approved ~d ~cept~ ~ That by the acceptance and approval of the above competitive bids, the C~ty Council hereby authortzes the expendgure of funds therefor tn the amount and m accordance wRh the approved bxds or pursuant to a wraten contract made pursuant thereto as authorized hereto SECTION V That this ordinance shall become effecUve ummeduately upon ~ts passage and approval PASSED ~D ~PP~OVED ~ the d~y or EUL1NE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORIVl HERBER~U~RNEY 2000-2001 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND FAMILY HEALTH CARE, INC. BID #2526 This Agreement is made and entered into by and between the City of Denton, a Texas mume~pal corporation, acting by and through Its C~ty 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- lzed budget for expenditure of funds for, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the adm~mstratlon ofth~s 'Agreemcnt and all matters pertaining thereto, and WHEREAS, CITY w~shes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obhgat~ons and to the performance and accomplishment of the conditions hereinafter described 1. TERM This Agreement shall commence on or as of October 1, 2000, and shall terminate on Sep- tember 30, 2001, unless sooner terminated m accordance w~th Section 26 "Termination" 2. RESPONSIBILITIES CONTRACTOR hereby accepts the responslbd~ty for the performance of all serwces and act~wtles described ~n the Work Statement attached hereto as Exhibit A, and incorporated hereto by reference, in a satisfactory and efficient manner as determined by CITY, m accordance w~th the terms here~n CITY wall consider CONTRACTOR's executive officer to be CONTRAC- TOR's representative responsible for the management of all contractual matters perta~mng hereto, unless wntten notification to the contrary ~s received from CONTRACTOR, and ap- proved by CITY Page 1 of 22 The CITY's Community Development Admimstrator will be CITY's representative re- sponsible for the admlmstratlon of flus Agreement CITY'S OBLIGATION A. Limit of Liability. CITY wall reimburse CONTRACTOR for expenses incurred pursu- ant and an accordance with the project budget attached hereto as exlublt B and ~ncorpo- rated hereto by reference Notwithstanding any other prowslon of the Agreement, the to- tal of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $25,000 00 (Twenty Five Thousand Dollars) B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and prowslons set forth m this Sectmn 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 hablhtles under this Agreement If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR m writing w~thm a reasonable time after such fact has been determined CITY may, at its option, e~ther reduce the amount of its habfllty, as specified m Subsection A of this Section or terminate the Agreement If CDBG funds eligible for use for purposes of flus Agreement are reduced, CITY shall not be hable for further payments due to CONTRACTOR under this Agree- ment (2) It as expressly understood that this Agreement an no way obligates the General Fund or any other momes or credits of the City of Denton (3) CITY shall not be liable for any cost or portion thereof which (a) has been prod, reimbursed or as subject to payment or reimbursement, from any other source, (b) was incurred prior to the beglnmng date, or after the ending date specified in Section 1, (c) as not m strict accordance w~th the terms of flus Agreement, lncluthng all exhibits attached hereto, Page 2 of 22 (d) has not been billed to CITY wathm 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 as incurred with re- spect to any activity of CONTRACTOR reqmnng prior written authorization form CITY, or after CITY has requested that CONTRACTOR furnish data con- cermng such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obhguted or liable under this Agreement to any party other than CONTRACTOR for payment of any momes or provision of any goods or ser- vices 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A CONTRACTOR shall comply w~th all apphcable federal laws, laws of the State of Texas and ordinances of the City of Denton REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authonty, pursuant to any proper, appropriate and official motion, resolutaon or actaon passed or taken, to enter into this Agreement B The person or persons slgmng 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 C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CON- TRACTOR or the person sigmng the Agreement to enter anto thas Agreement CON- TRACTOR is hable to CITY for any money it has received from CITY for performance of the provisions of thas Agreement af CITY has suspended or terminated this Agreement for the reasons enumerated in th~s Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the torms of this Agreement wall in no way be substatuted for funds and resources from other Page 3 of 22 sources, nor m any way serve to reduce the resources, services, or other benefits which would have been avmlable to, or provided through, CONTRACTOR had this Agreement not been executed 6 PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, admunster, and carry out all of the activities and services set out m the WORK STATEMENT, attached hereto and incorporated herein for all purposes as Exhibit A, uttllmng 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, prowslons and requirements of this Agreement No modifications or alterations may be made in the Work Statement without the pnor written approval of the City's Community Development Administrator PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling twenty five thousand dollars ($25,000 00) for services ren- dered under tins Agreement CITY will pay these funds on a reimbursement basis to the CONTRACTOR wlttun twenty days after CITY has received supporting documentation CONTRACTOR's ftulure to request reimbursement on a timely basis may jeopardize present or future funding Funds are to be used for the sole purpose ofprovl&ng prenatal care to in&gent persons B Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been prod by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR, or (2) has not been spent strictly in accordance with the terms of this Agreement, or (3) is not supported by adequate documentation to fully justify the expenditure C Disallowed Costs/Reversion of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or &s- approved as a result of any and~tmg or momtonng by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to CITY w~thm ten working days of a written notice to CONTRACTOR, which specifies the amount disallowed If CITY finds that CONTRACTOR is unwllhng and/or Page 4 of 22 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 remmnmg unexpended funds winch shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets The revision of these financial assets shall be m adrhtlon to any other remedy available to CITY eather at law or m eqmty for breach of this Contract Refunds of (hsallowed costs may not be made from these or any funds received from or through CITY D Obligation of Funds. In the event that actual expenditure rates dewate from CON- TRACTOR's prows~on of a corresponding level of performance, as specified m Exhibit A, CITY hereby reserves the ngin to reappropnate or recapture any such underexpended funds E Contract Close Out. CONTRACTOR shall submit the Agreement close out package to CITY, together with a final expenditure report, for the time period covered by the last m- 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 8. WARRANTIES CONTRACTOR represents and warrants that A All information, reports and data heretofore or hereafter requested by CITY and fur- rushed to CITY, are complete and accurate as of the date shown on the reformation, data, or report, and, smee that date, have not undergone any significant change w~thout written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY. are complete, accurate and fmrly 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 smee said date, there has been no matenal change, adverse or otherwise, m the financial condition of CONTRACTOR C No htlgatmn or legal proceedings are presently pending or threatened against CON- TRACTOR D None of the provisions herein contravene or are in conflict with the authority under which CONTRACTOR is doing business or w~th the prov~slons of any ex~stmg indenture or agreement of CONTRACTOR Page 5 of 22 E CONTRACTOR has the power to enter into tins Agreement and accept payments here- under, and has taken all necessary action to authorize such acceptance under the terms and conditions of tins Agreement F 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 furmshed by CONTRACTOR to CITY Each of these representations and warranties shall be contlnmng and shall be deemed to have been repeated by the submission of each request for payment 9. COVENANTS A Dunng the period of time that payment may be made hereunder and so long as any pay- ments remain tmhqmdated, CONTRACTOR shall not, without the prior written consent of the Community Development Admlmstrator 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 penmt any pre-cresting 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 clmms 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 habthty 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 prod to CONTRACTOR by CITY, unless CITY authorizes such transfer B Should CONTRACTOR use funds received under this Agreement to acquire or improve real property under CONTRACTOR's control, CONTRACTOR agrees and covenants (1) That the property shall be used to meet one of the national objectives stated in 24 CFR 570 until August 31, 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 pomon of the value attributable to Page 6 of 22 expendatures of non-CDBG funds for acqmsataon of, or ~mprovement to, the prop- erty C CONTRACTOR agrees, upon written request by CITY, to require ars employees to attend tralmng sessaons sponsored by the Community Development Office 10. ALLOWABLE COSTS A Costs shall be consadered allowable only if ancurred darectly and specafically in the per- formanee of and m comphance wath thas Agreement and in conformance w~th the stan- dards and pmvlsaons ofExhabats A and B B Approval of CONTRACTOR's budget, Exhthat B, does not constitute prior written ap- proval, even though eertmn items may appear hereto CITY's prior written authorization is reqmred in order for the followang to be consadered allowable costs (1) Encumbrances or expenchtures dunng any one month period whach exceeds one- fifth (1/5) of the total budget as specafied ~n Exhabat B (2) CITY shall not be obhgated to any thard parties, lncludang any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract ser- vace extending beyond the exparataon ofthas Agreement (3) Out of town travel (4) Any alterataons or relocation of the facilities on and ~n which the activities speci- fied m Exhabat A are conducted (5) Any alterataons, deletaons or addmons to the Personnel Schedule ~ncorporated in Exhabat B (6) Costs or fees for temporary employees or services (7) Any fees or payments for consultant services (8) Fees for attenchng out of town meetangs, seminars or conferences Written requests for prior approval are CONTRACTOR's responsabfllty and shall be made wathm anffieaent tame to permat a thorough revaew by CITY CONTRACTOR must obtmn written approval by CITY prior to the commencement of procedures to sohclt or purchase ser- vaces, eqmpment, or real or personal property Any procurement or purchase wbach may be ap- proved under the terms of this Agreement must be conducted in ats entirety m accordance wath the provaslons of tins Agreement Page 7 of 22 11 PROGRAM INCOME A For purposes of this Agreement, program income means earnings of CONTRACTOR realized from actlwtles resulting from this Agreement or from CONTRACTOR's man- agement of ftmdmg provided or~ received hereunder Such earnings include, but are not hm~ted 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 prowded as a result of th~s Agreement, and payments from clients or tturd parties for services rendered by CONTRACTOR under th~s Agree- ment B CONTRACTOR shall mmnta~n 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 represontatlves 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 serrate provmon These fees or other program ~ncome will be deducted from the regular reimbursement request C CONTRACTOR shall include this Section ~n its entirety ~n all of ~ts sub-contracts which involve other mcome-produclng services or activities D It is CONTRACTOR's respons~bthty to obtmn from CITY a prior determination as to whether or not income arising directly or ~nd~rectly from th~s 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 m writing by CITY 12 MAINTENANCE OF RECORDS A CONTRACTOR agrees to ma~ntmn records that wall provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in comphance with the provisions of Extublt B, attached hereto, and w~th any other applica- ble Federal and State regulations establishing standards for financial management CON- TRACTOR's record system shall contmn sufficient documentation to provide m detml full support and justification for each expenditure Nothing ~n th~s Sectmn shall be con- strued to relieve CONTRACTOR of fiscal accountability and habdlty under any other provision of flus Agreement or any apphcable law CONTRACTOR shall ~nclude the substance of tlus prowslon m all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written ac- counting procedures pertmmng to the operation of programs and expenditures of funds under this Agreement for five years Page 8 of 22 C Nothing ~n the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility for retmnmg acanrate and current records which clearly reflect the level and benefit of services provided under this Agreement D At any reasonable time and as oftan 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 smd representatives 13 REPORTS AND INFORMATION At such times and m such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and reformation 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 detml client information, including race, meome, female head of household and other statisttcs required by CITY The financial re- port shall include information and data relative to all programmatic and financial reporting as of the beginmng date specified m Section 1 of this Agreement Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit conducted by mdependent examiners wlthm ten days after receipt of such 14. MONITORING AND EVALUATION A CITY shall perform on-site monitonng of CONTRACTOR's performances under th~s Agreement B CONTRACTOR agrees that CITY may carry out momtonng 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 prows~ons of this Agreement C CONTRACTOR agrees to cooperate fully with CITY in the development, implementa- tion and mamtenance of record-keeping systems and to prowde data determined by CITY to be necessary for CITY to effectively fulfill ~ts momtonng and evaluation responsabth- ties Page 9 of 22 D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitonng and to designate one of Its staff to coordinate the momtonng process as requested by CITY staff E After each offimal momtonng visit, CITY shall provide CONTRACTOR with a written report of momtonng 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 Dunng the ten'ns of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of tts Board of Directors, setting forth the time and place thereof Such notme shall be delivered to CITY in a t~mely 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 w~thm ten workmg days of 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 th~s Agreement B The premises on and in which the activities described in Exhibit A are conducted, and the employees cunductmg 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 applicable workers' compensation statues and will obtain employers' habflity coverage where available and other appropriate liability cov- erage for program participants, if applicable D CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to drive a vehicle m the normal scope and course of their employment must possess a vahd Texas driver's license and automobile liability insurance Evidence of the Page 10 of 22 employee's current possession of a valid hcense and insurance must be malntaaned on a current basis m CONTRACTOR's files E Actual losses not covered by insurance as required by this Sectaon are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR F The pohcy or pohc~es of insurance shall contain a clause which requires that City and Contractor be not~fied m wntmg of any cancellation of change in the policy at least 30 days prior to such change or cancellataon 17. EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a written plan for compliance w~th the Equal Employment and Affirmative Action Federal prowslons, within 30 days of the effective date of tins 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 1ts books, records, and accounts for purposes of ~nvest~gatlon to ascertain comphance w~th local, state and Federal rules and regulations D In the event of CONTRACTOR's non-compliance with the non-dlscnnnnatlon require- ments, CITY may cancel or tenmnate the Agreement in whole or ~n part, and CON- TRACTOR may be barred from further contracts w~th CITY 18. PERSONNEL POLICIES Personnel pohclcs shall be established by CONTRACTOR and shall be available for ex- ammatlon Such personnel pohcles shall A Be no more liberal than CITY's personnel pobcles, procedures, and practices, ~ncludlng policies w~th respect to employment, salary and wage rates, working hours and hobdays, fnnge benefits, vacation and sick leave pnwleges, and travel, and B Be m writing and shall be approved by the governing body of CONTRACTOR and by CITY 19. CONFLICT OF INTEREST Page 11 of 22 A CONTRACTOR covenants that neither a nor any member of its govermng body pres- ently has any interest, direct or mdlrect, which would conflict m 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 govemmg body B CONTRACTOR further covenants that no member of its govermng body or its staff, sub- contractors or employees shall possess any interest in or use his pomlon for a purpose that ~s or g~ves the appearance of bemg motivated by desire for private gmn for himself, or others, particularly those with which he has family, business, or other ties C No officer, member, or employee of CITY and no member of its govermng body who exemlses any functaon or responsthflltles m the review or approval of the undertakmg or carrytng out of tins Agreement shall partmapate in any decision relatang to the Agreement which affects bas or her personal interest or the interest in any corporataon, partnership, or assoclataon in whach he or she has a direct or and~reet interest 20 NEPOTISM CONTRACTOR shall not employ in any prod capacity any person who is a member of the lmmefllate family of any person who as currently employed by CONTRACTOR, or as a member of CONTRACTOR's govermng board The term "member of lmmedaate family" in- cludes wale, husband, son, daughter, mother, father, brother, saster, ~n-laws, aunt, uncle, nephew, mece, step-parent, step-child, half-brother and half-saster 21. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall mvolve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any pohtmal activity (including, but not hmlted to, an activity to further the election or defeat of~any candidate for public office) or any actlvaty undertaken to influence the passage, defeat or final content of leg~slataon B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or admlmstratlon, or be utilized so as to bene- fit in any manner any sectarian or religious facd~ty or activity 22. PUBLICITY A Where such action ~s appropriate, CONTRACTOR shall pubhcaze the actlvatles con- ducted by CONTRACTOR under tbas Agreement In any news release, sign, brochure, or Page 12 of 22 other advemsmg medium, d~ssemlnat~ng mformataon prepared or distributed by or for CONTRACTOR, the advertaslng medium shall state that the U S Department of Housing and Urban Development's Commumty Development Block Grant Program funding through the Caty of Denton has made the project possible B All pubhshed material and wntten reports submitted under thas project must be onganally developed material unless otherwase specffically prowded in thas Agreement When ma- renal not originally developed as included in a report, the report shall ~dentlfy the source an the body of the report or by footnote Th~s prows~on ~s apphcable when the material is m a verbatim or extensave paraphrase format All published material submitted under this project shall ~nclude the following reference on the front cover or t~tle page Thru document as prepared m accordance w~th the City of Denton's Com- mtmlty Development Block Grant Program, wath fundang receaved from the Umted States Department of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentataon to any proposal, content of bas~c proposal, or contracts and any responses, ~nqmnes, 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 t~me CONTRACTOR is prepanng or sub- mitring any application for funding an accordance wath the followang procedures A When the apphcat~on as an the planmng stages, CONTRACTOR shall submit to CITY a desenptaon of the funds being apphed for, and the proposed use of funds B Upon award of or notice of award, wluchever as sooner, CONTRACTOR shall nottfy CITY of such award and the effect, if any, of such funding on the funds and program(s) contracted hereunder Such notate shall be submatted to CITY, ~n writing, wathan ten workang days of receipt of the notme of award or funding award by CONTRACTOR, to- gether wath copaes of the budget, program description, and Agreement C CONTRACTOR shall not use funds promded hereunder, whether darectly or mdarectly, as a contribution, or to prepare apphcataons to obtmn any federal or private funds under any federal or private program without the prior written consent of CITY Page 13 of 22 24. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms o£ th~s Agreement shall be by written amendment executed by both partaes, except when the terms of this Agreement expressly provide that another method shall be used B CONTP, ACTOR may not make transfers between or among approved hne items w~thin budget categories set forth m Exhibit B without prior written approval of CITY CON- TRACTOR shall request, an writing, the budget revasion in a form prescribed by CITY, and such request for rewslon shall not anerease the total monetary obhgat~on of CITY un- der this Agreement In addmon, budget revasaons cannot sagmficantly change the nature, antent, or scope of the program funded under th~s Agreement C CONTRACTOR will submit revased budget and program reformation, whenever the level of funding for CONTRACTOR or the program(s) described herein as altered according to the total levels contained in any pomon of Exhibn B D It ~s understood and agreed by the part~es hereto that changes an the State, Federal or local laws or regulations pursuant hereto may occur dunng the term of this Agreement Any such mochfieatlons are to be automatically ancorporated into th~s Agreement wathout writ- ten amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation E CITY may, from trine to t~me dunng the term of the Agreement, request changes m Ex- hibit A, which may include an increase or decreased in the amount of CONTRACTOR's compensatmn Such changes shall be incorporated in a written amendment hereto, as provided m Subsection A of th~s Section F Any alterations, deletion, or additions to the Contract Budget Detail incorporated in Ex- hibit B shall reqmre the prior written approval of CITY G CONTRACTOR agrees to noUfy CITY of any proposed change an physical location for work performed under thas Agreement at least 30 calendar days ~n advance of the change CONTRACTOR shall notify CITY of any changes an personnel or governing board corn- position I 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 sad programs wall be permitted Page 14 of 22 25. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to t~mely and properly per- form each of the reqmrements, t~me conditions and duties prowded here~n, CITY, w~thout hmlt- mg any rights ~t may otherwise have, may, at xts dxseret~on, and upon ten working days written not,ce to CONTRACTOR, wxthhold further payments to CONTRACTOR Such notxce may be g~ven by mini to the Executave Officer and the Board of D~rectors of CONTRACTOR The no- tice shall set forth the default or failure alleged, and the actxon reqmred for cure The period of such suspension shall be of such duration as is appropriate to accomphsh correct~ve action, but m no event shall ~t exceed 30 calendar days At the end of the suspension period, if CITY determines the default or deficiency has been sat;stied, CONTRACTOR may be restored to full eomphanee status and prod all ehglble funds w~thheld or ~mpounded dunng the suspension period If however, CITY determmes that CONTRACTOR has not come into eom- phance, the prowslons 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 th~s paragraph (1) CONTRACTOR's failure to att*un comphance dunng any prescribed period of suspension as prowded m Sectaon 25 (2) CONTRACTOR's vmlat~on of covenants, agreements or guarantees of th~s Agreement (3) Termination or reduction of fundmg by the Umted States Department of Houslng and Urban Development (4) Fmdmg by CITY that CONTRACTOR (a) ~s m such unsatisfactory f'manc~al condition as to endanger performance under tbas Agreement, (b) has allocated inventory to th~s Agreement substantmlly exceeding reason- able requirements, (c) ~s delmquant m payment of taxes, or of costs of performance of th~s Agreement an the ordinary course ofbus~ness Page 15 of 22 (5) Appmntment of a trustee, receaver or llqmdator for all or substantial part of CONTRACTOR's property, or mstatut~on of bankruptcy, reorgamzataon, rear- rangement of or hqmdatxon proceedings by or against CONTRACTOR (6) CONTRACTOR's anabfl~ty to conform to changes reqmred by Federal, State and local laws or regulatxons as prowded an Section 4, and Section 24(D), of this Agreement (7) The commassaon of an act of bankruptcy (8) CONTRACTOR's molat~on of any law or regulataon to whach CONTRACTOR as bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR ~n writing of the demsaon to terminate and the effectave date of termmataon Samultaneous not,ce of pending termmauon maybe made to other funchng source specffied m Exhab~t B B CITY may terminate thas Agreement for convemence at any tame If CITY termanates thas Agreement for convemence, CONTRACTOR will be prod an amount not to exceed the total of accrued expendatures as of the effectave date of termination In no event will thas compensation exceed an amount whmh bears the same ratio to the total compensation as the servaces actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments premously made C CONTRACTOR may terminate this Agreement ~n whole or an part by written noUce to CITY, ~f a tenmnat~on of outsade funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, w~than the hm~tataons of thru Agreement, to seek an alternative fundang source, w~th the approval of CITY, prowded the termination by the outside fundang source was not occasaoned by a breach of contract as defined herean or as defined m a contract between CONTRACTOR and the funding source m question CONTRACTOR may tenmnate thru Agreement upon the dassolutaon of CONTRAC- TOWs organazat~on not occasaoned by a breach of th~s Agreement D Upon receapt of notice to terminate, CONTRACTOR shall cancel, wathdraw or otherwase terminate any outstanding orders or subcontracts, which relate to the performance of this Agreement CITY shall not be hable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obhgat~ons whatsoever ancurred after the termmataon date lasted on the notice to terminate referred to an th~s paragraph E Notwlthstand~ng any exercise by CITY of ~ts right of suspension or termanat~on, CON- TRACTOR shall not be reheved of habthty to CITY for damages sustmned by CITY by varme of any breach of the Agreement by CONTRACTOR, and CITY may w~thhold any Page 16 of 22 reimbursement to CONTRACTOR until such time as the exact mount 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, suit or other action as made or brought by any per- son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written not~ee 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 clmm, 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) agaanst whom such clmm is being made or threatened Such written notice shall be delivered ther personally or by mall 28. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is contract- lng 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 m part from the performance or omission of any employee, agent or representative of CONTRACTOR. B CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, 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 A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any in- terest therein, or any elmm arising thereunder, to any party or parties, bank, trust com- pany or other financial institution without the prior written approval of CITY B If any promslon of this Agreement is held to be lnvahd, illegal, or unenforceable, the re- malmng provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto Page 17 of 22 C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to ms,st m 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 which may then or subsequently be committed by CONTRAC- TOR Neither shall such payment, act, or omission ~n any manner ~mpmr or prqud~ce any right, power, pnwlege, or remedy avmlable to CITY to enforce ~ts rights hereunder, which rights, powers, pnvdeges, or remedies are always specifically preserved No repre- sentative or agent of CITY may wmve the effect of this prows~on D This Agreement, together w~th referenced exhibits and attachments, consmutes the entire agreement between the part,es hereto, and any prior agreement, assertion, statement, un- dcrstanchng 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 comm~tmant occumng dunng the term of this Agreement, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed ~n writ- lng, and ff appropriate, recorded as an amendment of th~s Agreement E In the event any d~sagreement or d~spute should arise between the parties hereto pertmn- mg to the interpretation or meanmg of any part of thru Agreement or ~ts govemmg roles, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of comphance, will have the final authority to render or to secure an interpre- tation F For purposes of this Agreement, all offioal communications and notmes among the par- ties shall be deemed made ff sent postage pard to the parties and address set forth below TO CONTRACTOR TO CITY Executive D~rector C~ty Manager Family Health Care, Inc C~ty of Denton 513 South Locust 215 E McKauney Denton, Texas 76201 Denton, TX 76201 G Tlus Agreement shall be interpreted m accordance w~th the laws of the State of Texas and venue of any ht~gat~on concemmg th~s Agreement shall be ~n a court competent junsdm- t~on s~ttmg m Demon County, Texas the ~z~ ~ IN WITNESS OF WHICH th~s Agreement has been executed on this day of_ ,2000 CITY OF DENTON M C"AE W CITY MANAG Page 18 of 22 ATTEST JENNIFER WALTERS, CITY SECRETARY A~O'VED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY FAMILY HEALTH CARE, 1NC DIRECTOR ATTEST 0B(~ARD SECRET6~RY Page 19 of 22 EXHIBIT "A" WORK STATEMENT FAMILY HEALTH CARE, INC Provide prenatal care to non-Medlcead eligible pregnant women who have financial difficulties and are unable to afford prenatal care w~thout some assistance The services these women will receive will include untial prenatal wslt with history, physical, sonogram; lab work, and social worker assessment Work with the Denton County Health Department to provide outreach on prenatal care and par- tmlpate with the Denton County Health Department on any infant mortality projects or work groups Clients will be provided the opportumty to attend childbirth and parenthood classes Advanced Practice Nurses (APN) will provide client care and consult with the supervising phy- slmans as appropriate OUTCOME MEASURES The end result of this accessible prenatal care is a healthy, low risk or managed problem preg- nancy and delivery Newborn babies of mothers served by the program will have a low birth weight rate of 5% or less The rate of Gestational Disease m mothers will be 4% or less First trimester enrollment for the program will be at least 50% A minimum of fifteen (15) women a month will be served through this prenatal program Page 21 of 22 EXHIBIT "B" BUDGET FAMILY HEALTH CARE, INC PRENATAL CLINIC Examples Inmal Vxs~t $114 00 Return or Postpartum $ 47 00 Ultrasound $105 00 Follow up Ultrasound $ 55 00 Non-Stress Test $ 35 00 Nutnt~onist V~mt $ 45 00 Case Management $ 35 O0 Total Budget $25,000 00 Page 22 of 22