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HomeMy WebLinkAboutContract 30854 CITY SECRETARY CONTRACT NO. acLa STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT § AND DENTON CONTRACT FOR PROFESSIONAL CONSULTING SERVICES This Contract is made by the City of Fort Worth, Texas, a municipal corporation situated in Tarrant and Denton Counties, Texas, acting as administrator for the Child Mental Health Initiative Co-operative (CMHI) Agreement for the Mental Health Connection of Tarrant County (MHC), hereinafter called "City", by and through its duly authorized Assistant City Manager, Joe Paniagua and Community Partners Incorporated("CPI"), a consulting agency specializing in Wraparound,by and through its duly authorized Vw�&_P_ ./ hereinafter called "Consultant". 1. Scope of Services. In accordance with the highest professional standards,Consultant agrees to provide the services of consultation. The specifics of such consultation services are listed in Attachment I "Scope of Work", attached hereafter and incorporated into this Contract hereby. Consultant shall follow any and all standards as deemed necessary by the U.S.Department of Health and Human Services for the CMHI Agreement and as described in the Grant (the Grant) to fund the CMHI Agreement. 2. Compensation. a. The amount to be paid to consultant for all services performed hereunder shall be $57, 560 per year, hereinafter"Consultant's Fee", which shall include any and all expenses incurred by Consultant. Consultant shall submit a quarterly bill ten (10) days after each quarter to the City detailing Consultant's time and expenses for payment. CRP09.22.04v 1 �) Mental Health Contract 1 4� I ye —0 1 b. It is understood that this Contract contemplates the provision of full and complete consulting services for this project as described in the Grant from the U.S.Department of Health and Human Services for this Child Mental Health Initiative Co-operative Agreement including any and all necessary changes or contingencies to complete the work as outlined in Section 1, "Scope of Services", for the fee described in Section 2.a. C. Consultant agrees that it will not seek additional compensation from the City beyond that which was explicitly approved and received for by the Grant. 3. Term. The term of this Contract shall commence upon date of full execution by City and Consultant and shall terminate on September 29, 2005,unless terminated earlier as provided herein. City shall have the right to extend this Contract for up to three (3) consecutive one-year renewal terms, provided City and Contractor agree to extend this Contract in writing at least thirty(30)Days prior to the end of the initial term or the then current renewal term. All renewals shall have the same terms and conditions as set forth herein, unless agreed to otherwise in writing by both parties in an amendment to this Contract. 4. Termination. a. City may terminate this Contract at any time for any cause by notice in writing to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for all supplies, assistance, facilities and materials in connection with the performance of this Contract and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Contract. If the City terminates this Contract under this Section 4.a., the City shall pay Contractor for services actually CRP09.22.04v l Mental Health Contract 2 performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by Consultant documenting the performance of such work. b. In the event no funds or insufficient funds are appropriated by City or by the U.S. Department of Health and Human Services in any fiscal period for any payments due hereunder,City will notify Consultant of such occurrence and this Contract shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. City has informed Consultant that, concurrently with approval of this Contract, City intends to appropriate 100% of the funds specified in this Contract, so that all funds will be budgeted and appropriated prior to the commencement date of this Contract. C. Upon termination of this Contract for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Contract. 5. Indemnification. CONSULTANT SHALL INDEMNIFY AND HOLD THE CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS,DAMAGE,LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND PERSONAL INJURIES, INCLUDING DEATH,TO ANY PERSON,INCLUDING BUT NOT LIMITED TO OFFICERS,AGENTS OR EMPLOYEES OF CONSULTANT OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY ACT, ERROR OR OMISSION IN THE PERFORMANCE OF CONSULTANT'S PROFESSIONAL SERVICES. CONSULTANT SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE CITY, ITS OFFICERS,AGENTS AND EMPLOYEES,OR ANY OF THEM,RESULTING FROM SUCH ACT, ERROR OR OMISSION; AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN CONNECTION THEREWITH RESULTING FROM SUCH ACT, ERROR OR OMISSION. C"09.22.04v I Mental Health Contract 3 n^c r 6. Insurance. a. Consultants shall not commence work under this Contract until it has obtained all insurance required under this section and as required by the City's Risk Manager and until such insurance has been approved by the City,nor shall Consultant allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been so obtained and approval given by the City. b. Professional Liability Insurance- Consultant shall take out and maintain during the life of this Contract such Professional Liability Insurance to include One Millions Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) aggregate. C. Proof of Insurance Coverage. Contractor shall furnish the City with a certificate of insurance as proof that it has obtained for the duration of this Contract the insurance amounts required herein. Consultant's insurance policy shall provide that the insurer shall give the City thirty (30) days- prior written notice before altering, modifying or terminating the insurance coverage. 7. Independent Contractor. Consultant shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Consultant shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers,agents,employees and subcontractors pursuant to the terms and objectives of the Grant.Nothing herein shall be construed as creating a partnership or joint venture between the City and the Consultant, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Consultant. CRP09.22.04v l Mental Health Contact 4 8. Disclosure of Conflicts. Consultant warrants to the City of Fort Worth that it has made full disclosure in writing of any existing or potential conflicts of interest related to the services to be performed hereunder. Consultant further warrants that it will make prompt disclosure in writing of any conflicts of interest, which develop subsequent to the signing of this Contract. 9. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Contract,have access to and the right to examine any directly pertinent books,documents, papers and records of the Consultant involving transactions relating to this Contract. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until the expiration of three(3)years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract,and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. CRP09.22.04v l Mental Health Contract 5 7 I1 ..'V 10. Prohibition of Assignment. Neither party hereto shall assign, sublet or transfer its interest herein without the prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. 11. M/WBE Goals; Nondiscrimination. a. a. A waiver of the goal for M/WBE subcontracting requirements was requested and approved by the M/WBE office for this Contract because the purchase of these services and subcontracting opportunities were negligible. b. As a condition of this Contract, Consultant covenants that it will take all necessary actions to insure that,in connection with any work under this Contract,Consultant,its associates and subcontractors,will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, sexual orientation or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. 12. Choice of Law; Venue. a. This Contract shall be construed in accordance with the internal law of the State of Texas. b. Should any action, whether real or asserted, at law or in equity, arise out of the terms of this contract, venue for said action shall be in Tarrant County, Texas. 13. No Third-Party Beneficiaries. This Contract shall inure only to the benefit of the parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Contract. Each party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. CRP09.22.04v 1 Mental Health Contract 6 14. No Joint Venture, Partnership, AEency. This Contract will not be construed in any form or manner to establish a partnership, joint venture or agency, express or implied, nor any employer-employee, borrowed servant or joint enterprise relationship by and among the parties. The City shall be an independent contractor and shall be responsible at all times for directing its employees in the course of their duties. Contractor shall be responsible at all times for directing Customer's employees in the course of their duties. 15. Severability. The provisions of this Contract are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this Contract or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Contract and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Contract to other persons or circumstances shall not be affected thereby and this Contract shall be construed as if such invalid or unconstitutional portion had never been contained therein. CRP09.22.04v l Mental Health Contract 7 7 1 7,I Z - = 1 SEXECUTED on this, the C2-�day of ' 20 6.4 COMMUNITY ARTNERS, INC. CITY F OR ORTH A(A,t,i By 0. Joe Title Assi ant i y anager Attest: Marty Hendrix City Secretary Approved as form and legality Assistant ity Attorney Contract Authorilzation Date CRP09.22.04v l Mental Health Contract 8 �A e.E) �i w ti1r qa 47''x'. ltt :te Attachment#1 —Scope of Work Contractor will perform the following duties: 1. Observation, assistance and critique of the trainees of the curriculum; 2. Continuous training for staff on systems of care and Wraparound and its application to our community in regards to planning and implementation; 3. Continuous training for Wraparound facilitators (case managers); 4. Intensive coaching for Wraparound facilitators (case managers); 5. Train community leaders on systems of care and Wraparound; and 6. Other related functions as they develop. CRP09.22.04v l I Mental Health Contract 9 CERTFICATE OF THE SECRETARY The undersigned, Secretary of Community Partners, Inc, a corporation (the "Corporation"), hereby certifies that attached hereto as Exhibit "A" is a truePhat correct c py of the resolutions duly adopted by unanimous consent dated la q of all directors of the Board of Directors of the Corporation and the same have not been amended, altered or rescinded and are now in full force and effect; that the Corporation is duly authorized and existing under the laws of the State of Texas; that the Corporation is duly qualified to do business in the State of Texas and is in good standing in such state; that true and correct copies of the Corporation's Articles of Incorporation and Bylaws are attached hereto as Exhibit "B" and "C", respectively, and there is no provision of the Articles of Incorporation or Bylaws of the Corporation limiting the powers of the Board of Directors to pass or consent to the resolutions set out in the instrument attached hereto and that said resolutions are in conformity with the provisions of said Articles of Incorporation and Bylaws; and that the Secretary is the keeper of the records and minutes of the proceedings of the Board of Directors of the Corporation. This is to further certify that the persons named below are the duly elected and qualified officers of the Corporation, holding the respective offices set forth opposite their names, that they continue to hold these offices at the present time, and that the respective signatures set opposite their names are the genuine, original signatures of each respectively: Name Tie Signature OA 4 CR e- OL S� President I M �i Secretary zw IN WITNESS EREOF I jiave hereunto affixed my name as Secretary, this day of , 2004. Secreta ry THE COMMUNITY PARTNERS,INC. Written Consent of Incorporator as of June jZ,1998 In conformity with section 1310 of the Pennsylvania Business Corporation Law of 1988, the undersigned, being the sole incorporator (the "Incorporator") of The Community Partners, Inc., a Pennsylvania corporation (the "Corporation"), hereby consents to and adopts the following resolutions and takes the following action with the same force and effect as if such resolutions had been duly adopted and such action duly taken at the organization meeting of the incorporator of the Corporation duly called and convened for such purpose on June ZL 1998,with a full quorum present and acting throughout: Articles of Incorporation WHEREAS, the Incorporator has previously executed Articles of Incorporation and a docketing statement, in the respective forms attached to this written consent, and has caused them to be delivered to the Department of State of the Commonwealth of Pennsylvania in accordance with Section 1308 of the Pennsylvania Business Corporation Law of 1988 and Section 134 of the Pennsylvania Associations Code;and WHEREAS,the Incorporator has been informed that the Articles of Incorporation have been filed in the Department of State on June 2�j 1998, and that confirmation thereof will be issued in due course by the Department, evidencing that the corporate existence of the Corporation began on said date; NOW, THEREFORE, BE IT RESOLVED, that upon receipt of evidence from the Department of State of the filing of the Articles of Incorporation of the Corporation,such evidence shall be inserted in the minute book of the Corporation- Legal orporationLegal Advertisement RESOLVED,that counsel to the Corporation is hereby directed and authorized to advertise the formation of the Corporation in conformity with Section 1307 of the Pennsylvania Business Corporation Law of 1988, and that proofs of publication of such advertisement be inserted in the minute book of the Corporation. Bylaws RESOLVED, that the Bylaws attached to this written consent are hereby adopted as the Bylaws of the Corporation and shall be inserted in the minute book of the PI-210885.01 1'!i n l bs: Corporation. Election of Directors RESOLVED,that the following person is hereby elected as the sole director of the Corporation to serve in accordance with the Bylaws of the Corporation: Eileen Mary Greahsh WITNESS the due execution hereof. avid Varley Sole Incorporator Attachments: Copy of Articles of Incorporation Copy of Docketing Statement Proofs of Advertisement Bylaws -2- A" r r � ?' W r W Microfilm Number Filed with the "ti?intof JUN 2 31998 Entity Number �a 01 3 3 9,5' mmonwealth ARTICLESOF INCORPORATION of THE COMMUNITY PARTNERS, INC. (Domestic Business Corporation-Stock) In compliance with the requirements of 15 Pa.C.S. § 1306 (relating to articles of incorporation), the undersigned, desiring to incorporate a business corporation, hereby states that: 1. The name of the Corporation is: The Community Partners,Inc. 2. The Corporation is incorporated under the Pennsylvania Business Corporation Law of 1988. 3. The address of the initial registered office of the Corporation in this Commonwealth is 204 East Edgewood Drive, McMurray,Pennsylvania 15137, Allegheny County. 4. The aggregate number of shares that the Corporation shall have authority to issue is 10,000 shares of Common Stock of the par value of$.01 per share. 5. The name and address of the incorporator are J. David Varley, 1500 Oliver Budding, Pittsburgh, PA 15222. IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation on June I Z.1998. avid arley ncorporator BYLAWS OF THE COMMUNITY PARTNERS, INC. ARTICLE 1 MEETINGS OF SHAREHOLDERS Section 1.1. Place of Meetings. Meetings of the shareholders shall be held at such place within or without the Commonwealth of Pennsylvania as shall be specified from time to time by the Board of Directors. Section 1.2. Annual Meetings. The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation's fiscal year at such time as shall be specified by the Board of Directors. Section 1.3. Special Meetings. Special meetings may be called at any time by the President, the Board of Directors, or shareholders entitled to cast at least 20 percent of the votes that all shareholders are entitled to cast at the particular meeting. Section 1.4. Notice of Meetings. A written notice specifying the place, day, and hour of each meeting and, in the case of a special meeting, the general nature of the business to be transacted shall be given by, or at the direction of, the Secretary or other person authorized to call such meeting to each shareholder of record entitled to vote at such meeting, at least five days prior to the day named for the meeting, unless a greater period of time is required by law in a particular case. Section 1.5. Record Date. The Board of Directors may fix a time prior to the date of any meeting of the shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting. Except in the case of an adjourned meeting, the record date shall be not more than 90 days prior to the date of the meeting of the shareholders. Only shareholders of record on the record date shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after the record date. When a determination of shareholders of record has been made as provided herein for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board fixes a new record date for the adjourned meeting. If a record date is not fixed by the Board of Directors: (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of the share-holders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held; and (ii) the record date for deter-mining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation. Section 1.6. Informal Action. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Corporation. Section 1.7. Telephone Participation in Meetings. One or more persons may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. Section 1.8. Quorum; Adjournments. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at a meeting of the shareholders shall be required in order to constitute a quorum for the purposes of consideration and action on the matter. Adjournments of any meeting of the shareholders may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding 15 days each as the shareholders present and entitled to vote shall direct, until the directors have been elected; and those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this Section, shall nevertheless constitute a quorum for the purpose of electing directors. Section 1.9. Action by Shareholders. Except as otherwise required by law or by the Articles of Incorporation or these Bylaws,whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a duly organized meeting of the shareholders by the holders of shares entitled to vote thereon. For the purposes of these Bylaws, the term "cast" does not include recording the fact of abstention or failing to vote for a candidate or for approval or disapproval of a matter, whether or not the person entitled to vote characterizes the conduct as voting or casting a vote. In an election of directors, the candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. ARTICLE 2 DIRECTORS Section 2.1. Powers of Board of Directors. Except as otherwise provided by statute, the Articles of Incorporation or a Bylaw adopted by the shareholders, all powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. Section 2.2. Number, Election, and Term of Office. The Board of Directors shall consist initially of one director, and thereafter shall consist of such number of directors, not less than one nor more than five, as the Board of Directors shall determine from time to time. Directors need not be shareholders of the Corporation. The directors shall be elected by the shareholders at the annual meeting or at any special meeting called for such. - 2- purpose. Each director shall hold office until the next annual meeting of the shareholders and until his or her successor has been duly selected and qualified. Section 2.3. Vacancies. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors,may be filled by a majority vote of the remaining members of the Board of Directors though less than a quorum, or by a sole remaining director. Each person so selected shall be a director to serve for the balance of the unexpired term. Upon the occurrence of a vacancy, other than a vacancy resulting from an increase in the number of directors, the size of the Board shall be automatically reduced (but not to fewer than one director) to eliminate such vacancy. The election of a director by the Board of Directors shall automatically increase the size of the Board to the number of directors that will be in office after giving effect to such election (but not to more than five directors). Section 2.4. Meetings of Directors. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall from time to time appoint. No notice shall be required to be given of any such regular meeting. A special meeting of the Board of Directors may be called by the President or any director upon two days' written or oral notice to each director. A majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors. Section 2.5. Informal Action. Any action which may be taken at a meeting of the directors,or at a meeting of the members of a committee thereof, may be taken without a meeting if,prior or subsequent to the action, a consent or consents thereto by all of the directors or members of such committee (as the case may be) in office shall be filed with the Secretary of the Corporation. Section 2.6. Telephone Participation in Meetines. One or more directors may participate in a meeting of the Board of Directors, or of a committee thereof,by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting. ARTICLE 3 OFFICERS Section 3.1. Enumeration. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, such number of Vice Presidents (if any) as the Board of Directors shall elect from time to time, a Secretary, a Treasurer, and such other officers and assistant officers (if any) as the Board of Directors shall elect from time to time. The Board of Directors may at any time elect one of its members as Chairman of the Board of the Corporation,who shall preside at meetings of the Board of Directors and of the shareholders and shall have such powers and perform such duties as shall be.prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person. -3 - Section 3.2. President. The President shall be the chief executive officer of the Corporation and shall have general and active charge and control over the business and affairs of the Corporation, subject to the Board of Directors. If there shall be no Chairman of the Board, or in his or her absence or inability to act, the President shall preside at meetings of the Board of Directors and of the shareholders. Section 3.3. Vice President. The Vice President or,if there shall be more than one, the Vice Presidents,in the order of their seniority unless otherwise specified by the Board of Directors, shall have all of the powers and perform all of the duties of the President during the President's absence or inability to act. Each Vice President shall also have such other powers and perform such other duties as shall be prescribed from time to time by the Board of Directors or the President. Section 3.4. Secretary. The Secretary shall keep a record of the minutes of the proceedings of meetings of the shareholders and of the Board of Directors, and shall give notice of all such meetings as required by statute or these Bylaws. The Secretary shall have custody of the seal of the Corporation and of all books,records, and papers of the Corporation,except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board of Directors. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall be prescribed from time to time by, or pursuant to authority delegated by, the Board of Directors. Section 3.5. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be desig-hated by the Board of Directors, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall be prescribed from time to time by, or pursuant to authority delegated by, the Board of Directors. Section 3.6. Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board of Directors shall be as specified by, or pursuant to authority delegated by, the Board of Directors at the time of the appointment of such other officer or assistant officer or from time to time thereafter. In addition, each assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during such officer's absence or inability to act. Section 3.7. Term and Compensation. Each officer or assistant officer shall serve at the pleasure of the Board of Directors. The compensation of all officers and assistant officers shall be fixed by, or pursuant to authority delegated by, the Board of Directors from time to time. - 4 - ARTICLE 4 DIRECTORS' LIABILITY Section 4.1. Directors' Personal Liability. A director of the Corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action; provided,however, that this provision shall not eliminate or limit the liability of a director to the extent that such elimination or limitation of liability is expressly prohibited by Section 1713 of the Business Corporation Law of 1988 or any successor statute as in effect at the time of the alleged action or failure to take action by such director. Section 4.2. Preservation of Rights. Any repeal or modification of this Article shall not adversely affect any right or protection existing at the time of such repeal or modification to which any director or former director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a director of the Corporation and shall inure to the benefit of the heirs and personal representatives of such person. ARTICLE 5 INDEMNIFICATION Section 5.1. Mandatory Indemnification of Directors and Officers. The Corporation shall indemnify,to the fullest extent now or hereafter permitted by law (including but not limited to the indemnification provided by Chapter 17,Subchapter D, of the Business Corporation Law of 1988), each director or officer (including each former director or officer) of the Corporation who was or is made a party to or a witness in or is threatened to be made a party to or a witness in any threatened, pending or completed action or proceeding,whether civil,criminal, administrative or investigative, by reason of the fact that such person is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements),judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding. Section 5.2. Mandatory Advancement of Expenses to Directors and Officers. The Corporation shall pay all expenses (including attorneys' fees and disbursements) incurred by a director or officer (including a former director or officer) referred to in Section 5.1 hereof in defending or appearing as a witness in any action or proceeding described in Section 5.1 hereof in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as provided in Section 5.4 hereof. Section 5.3. Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is made a party to or a witness in or is threatened to be made a party to or a witness in, or was or is otherwise involved in, any threatened, pending or completed action or proceeding, - 5 - whether civil,criminal, administrative or investigative,by reason of the fact that such person is or was an authorized representative of the Corporation, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, against all expenses (including attorneys' fees and disbursements),judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding. The Corporation may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of his or her participation in an action or proceeding referred to in this Section 5.3 in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as provided in Section 5.4 hereof. Section 5.4. Scope of Indemnification. Indemnification under this Article shall not be made by the Corporation in any case where a court determines that the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by Chapter 17, Subchapter D, of the Business Corporation Law of 1988 or any successor statute as in effect at the time of such alleged action or failure to take action. Section 5.5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was an authorized representative of the Corporation, against any liability asserted against or incurred by such person in any such capacity, or arising out of the status of such person as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. Section 5.6. Funding to Meet Indemnification Obligations. The Board of Directors, without approval of the shareholders, shall have the power to borrow money on behalf of the Corporation, including the power to pledge the assets of the Corporation, from time to time to discharge the Corporation's obligations with respect to indemnification, the advancement and reimbursement of expenses, and the purchase and maintenance of insurance referred to in this Article. The Corporation may, in lieu of or in addition to the purchase and maintenance of insurance referred to in Section 5.5 hereof, establish and maintain a fund of any nature or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this Article or otherwise. Section 5.7. Miscellaneous. Each director and officer of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of shareholders or disinterested directors, statute or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs and personal representatives of such person. Indemnification and advancement of expenses under this Article shall be provided whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Corporation. Any repeal or modification of this Article shall not adversely affect any right - 6 - or protection existing at the time of such repeal or modification to which any person may be entitled under this Article. Section 5.8. Definition of Corporation. For purposes of this Article, references to "the Corporation" shall include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporations surviving or resulting therefrom, so that (i) any person who is or was an authorized representative of a constituent, surviving or new corporation shall stand in the same position under the provisions of this Article with respect to the surviving or new corporation as such person would if he or she had served the surviving or new corporation in the same capacity and (ii) any person who is or was an authorized representative of the Corporation shall stand in the same position under the provisions of this Article with respect to the surviving or new corporation as such person would with respect to the Corporation if its separate existence had continued. Section 5.9. Definition of Authorized Representative. For the purposes of this Article, the term"authorized representative" shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee,custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership,joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation. ARTICLE 6 SHARES OF CAPITAL STOCK Section 6.1. Issuance of Shares. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such shares, or options or other rights to purchase such shares or securities, may be issued or granted in accordance with authority granted by resolution of the Board of Directors from time to time. Section 6.2. Share Certificates. Certificates for shares of the capital stock of the Corporation shall be in the form adopted from time to time by the Board of Directors, shall be signed by the President or a Vice President and by the Secretary or Treasurer, and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby,with the number of such shares and the date of issue, shall be entered on the books of the Corporation. Section 6.3. Transfer of Shares. Shares of capital stock of the Corporation shall be transferred only on the books of the Corporation,by the holder of record in person or by the holder's duly authorized representative, upon surrender to the Corporation of the certificate for such shares duly endorsed for transfer, together with such other documents (if any) as may be required to effect such transfer. - 7- Section 6.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New share certificates, to replace share certificates which have been lost, stolen, destroyed, or mutilated, may be issued upon such terms and conditions, including proof of loss or destruction and the giving of a satisfactory bond of indemnity, as the Board of Directors may determine from time to time. Section 6.5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations not inconsistent with these Bylaws as it may deem expedient concerning the issue, transfer, and registration of shares of capital stock of the Corporation. Section 6.6. Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title, or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as may be otherwise required by the laws of the Commonwealth of Pennsylvania. ARTICLE 7 GENERAL PROVISIONS Section 7.1. Corporate Seal. The Corporation may, but need not, adopt a seal in such form as the Board of Directors shall determine from time to time. Section 7.2. Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board of Directors from time to time. Section 7.3. Written Notice. Whenever written notice is required to be given to any person by statute, the Articles of Incorporation or these Bylaws, it may be given to the person by any means permitted by Section 1702 of the Business Corporation Law of 1988 or any successor statute, and shall be deemed to have been given at the time specified in said Section. Section 7.4. Waiver of Notice. Whenever notice is required to be given to any person by statute, the Articles of Incorporation or these Bylaws, the giving of the notice may be waived in the manner and with the effect specified in Section 1705 of the Business Corporation Law of 1988 or any successor statute. Section 7.5. Authorization. All checks, notes, mortgages, evidences of indebtedness, vouchers, warrants, drafts, acceptances and other orders for the payment of moneys of the Corporation, contracts and other documents, and assignments or endorsements thereof, shall be signed by the President or such officer or officers or such other person or persons as the Board of Directors may designate from time to time. Section 7.6. Financial Statements. Except as otherwise agreed between the Corporation and a shareholder in accordance with Section 1554(b) of the Business Corporation Law of 1988, the Corporation shall furnish annual financial statements to its - 8 - shareholders in accordance with Section 1554(a) of the Business Corporation Law of 1988 or any successor statute. The financial statements may but need not be audited or reviewed by a public accountant. Section 7.7. Effect of Bylaws. No provision of these Bylaws shall vest any property right in any shareholder. ARTICLE 8 AMENDMENTS Section 8.1. By the Board of Directors. The authority to adopt, amend and repeal Bylaws of the Corporation is vested in the Board of Directors, subject to the power of the shareholders to change such action. The foregoing authority of the Board of Directors may be exercised whether or not the shareholders have previously adopted, amended or repealed the same or any other Bylaw, but, subsequent to the initial organization meeting of the Board of Directors,such authority may not be exercised with respect to any subject that is committed expressly to the shareholders by the provisions of the Business Corporation.Law of 1988 or any successor statute. Section 8.2. By the Shareholders. In the case of a meeting of the shareholders to take action with respect to the Bylaws,written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of Bylaws, and a copy of the proposed amendment or a summary of the changes to be effected thereby shall be included in or enclosed with the notice. Section 8.3. Effective Date. Any change in the Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. - 9 - City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/21/2004 DATE: Tuesday, September 21, 2004 LOG NAME: 50C0IVIIVIPAR-FNERS REFERENCE NO.: **C-20284 SUBJECT: Execute an Annual Training Service Contract with Community Partners, Inc. Funded by a Grant from the U. S. Department of Health and Human Services for a Child Mental Health Initiative (CMHI) Co-operative Agreement RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an annual training service contract with Community Partners Incorporated (CPI) in the amount of$57,560 for training for the period of September 30, 2004, through September 29, 2005 contingent upon receipt of third year funding for this grant, with three one-year options to renew. DISCUSSION: The goal for the Child Mental Health Initiative, "Children's Voices, Family Choices, Community Solutions: Building Blocks for Healthy Families," is to create a new way of providing mental health services for children with severe emotional disturbances. The key component for making this happen is a process called Wraparound. The goal of Wraparound is to create a collaborative system infrastructure that will provide individualized, child-centered, family-driven services and support for children with serious emotional disturbance and their families. CPI provided this service last fiscal year, through a contract that was approved on September 30, 2003 (M&C C-19781). CPI is one of the foremost experts on Wraparound. They are also the only source in the nation for a Wraparound training curriculum called "The Wraparound Process Curriculum." All funds for this contract are provided by the grant from the U.S. Department of Health and Human Services, which was first approved by the City Council on April 23, 2002 (M&C C-19063). The scope of work for CPI service contract is as follows: 1. Observation, assistance and critique of the trainees of the curriculum; 2. Continuous training for staff on systems of care and Wraparound and its application to the community in regards to planning and implementation; 3. Continuous training for Wraparound facilitators (case managers); 4. Intensive coaching for Wraparound facilitators (case managers); 5. Train community leaders on systems of care and Wraparound; and 6. Other related functions as they develop. In the Wraparound process, families will play key roles in working with Wraparound facilitators in determining the care to be provided. The same facilitator will stay with the family during the time the child receives mental health services and will assure that other service providers collaborate in providing care to the children. Providers in mental heath care, education, juvenile justice, health, substance abuse and child welfare will participate in developing this system of change. Logname: 5000MMPARTNERS Page 1 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and receipt of the SAMHSA grant contract, funds will be available in the Fiscal Year 2004-2005 operating budget of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 050416783010 $0.00 GR76 539120 050416783010 $57,560.00 Submitted for City Manager's Office by: Joe Paniagua (6191) Originating Department Head: Daniel Reimer (7201) Additional Information Contact: Sherwin Daryani (8568) L.ogname: 5000MMPARTNERS Page 2 of 2