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HomeMy WebLinkAboutContract 30799 CITY SECRETARY p CONTRACT No. STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTIES OF TARRANT § AND DENTON CONTRACT FOR PROFESSIONAL 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 the Lena Pope Home,Inc.as an agency doing business iin1 Texas,hereinafter called"Contractor", acting herein by and through l, �e ,,res its duly authorized 1. Scope of Services. In accordance with the highest professional standards,Contractor agrees to provide the services of three Wraparound Facilitators as specified in Attachment 1 —"Scope of Work",attached hereafter and incorporated into this agreement hereby.Contractor 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 Contractor for all services performed hereunder shall be $203,828. b. It is understood that this Contract contemplates the provision of full and complete contractual services for this project,including any and all necessary changes or contingenci[e�s �1 Mental Health Contract yr ���?:L PE r i)1'0 LenaPope09.22.04v1 1 CITY ��/1 bILI��V� Toc to complete the work as outlined in Section 1, "Scope of Services", for the fee described in Section 2.a. 3. Term. The term of this Contract shall commence upon date of full execution by City and Contractor and shall terminate 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 30-day notice in writing to Contractor. Upon the receipt of such notice,Contractor will have 30 days to 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 performed in accordance herewith prior to such termination, less such payments as have been previously made, in accordance with a final statement submitted by Contractor 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 Mental Health Contract Lena Pope09.22.04v1 2 � �vJ:�ft�p VL6.. will notify Contractor 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 Contractor 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, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Contract. 5. Indemnification. CONTRACTOR 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 INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR SUBCONTRACTORS,WHICH MAY ARISE OUT OF ANY ACT, ERROR OR OMISSION IN THE PERFORMANCE OF CONTRACTOR'S PROFESSIONAL SERVICES. CONTRACTOR 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. 6. Insurance. a. Consultants shall not commence work under this Contract until it has obtained all insurance required under this section 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 limits should be consistent with other requirements. The l Mental Health Contract Lena Pope09.22.04vl 3 G'�aG recommended minimum should be no less than: $1,000,000 per occurrence $2,000,000 aggregate The minimum insurance requirement for this line of coverage should be sufficient enough to coverage the completed operations of the construction project. Policies are to be written on an occurrence basis or if coverage is written on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement. The certificate of insurance shall state that the coverage is claims-made and include the retroactive date. The insurance shall be maintained for the duration of the contractual agreement and for five(5)years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. c. General Requirements Wavier of rights of recovery(subrogation) in favor of the City of Fort Worth. The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to and approved in writing by the Risk Manager of the City of Fort Worth in regards to asset value and stockholders'equity. In lieu of traditional insurance,alternative coverage maintained through insurance pools or risk retention groups, must also approved by the City's Risk Manager. The City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City of Fort Worth. The City shall be required to provide prior notice of ninety(days). Mental Health Contract ' d +'%77 .1 41 '�'�I!bll Lena Pope09.22.04v1 4 The City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms,conditions, limitations,or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. d. 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. Contractor shall perform all work and services hereunder as an independent contractor and not as an officer,agent or employee of the City. Contractor 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. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Contractor, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Contractor. 8. Disclosure of Conflicts. Contractor 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. Contractor further warrants that it will make prompt disclosure in writing of any conflicts of interest, which develop subsequent to the signing of this Contract. Mental Health Contract f �i°_' O(�r� f. C, . n)N Lena Pope09.22.04vl 5 fU ,�,LLJt:� 9. Right to Audit. Contractor 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 Contractor involving transactions relating to this Contract. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor 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. 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. Mental Health Contract ML,,�,r� Lena Pope09.22.04v1 6 EV 11. M/WBE Goals; Nondiscrimination. a. Contractor acknowledges its commitment to meet or make"good faith"effort to meet the City of Fort Worth's goals for Minority/Women-owned Business Enterprises(M/WBE)participation in City contracts. M/WBE participation was one of the evaluation criteria used in the award of this Contract;therefore, failure to comply may result in the Contractor being classified as nonresponsive and being barred from City work for a period of not less than six months. Contractor agrees to furnish documentation of M/WBE participation such as canceled checks, etc., or such evidence as may be deemed proper by the City of Fort Worth. At the present time this paragraph does not apply since Contractor has not retained nor has any plans to retain the services of any subcontractors in connection with the performance of this Contract. b. As a condition of this Contract, Contractor covenants that it will take all necessary actions to insure that,in connection with any work under this Contract,Contractor,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. Mental Health Contract 8 S- p V Lena Pope09.22.040 7 �U�U�l ✓SL�(� =,1���� EXECUTED on this, the day of 320 G LENA POPE HOME, INC CITY OF FORT WORTH By. Latu i Joe Qa Titled; r Assi ant City M nager Attest: � P�' , tic • Approved as form and legality M Marty Hendrix Assistant dAy Attorney City Secretary L -- o� gL� Contract Authorization Date Mental Health Contract � �� t��� t Lena Pope09.22.04v1 �tl� r�.'V Yt�Y YOB Y�41:e ATTACHMENT 1 —"SCOPE OF WORK" Operational a. Participate in a mandatory training and technical assistance on the implementation of the Wraparound Philosophy, excluding those who are already trained. b. Work cooperatively with the FWISD Family Resource Centers, Community Resource Collaboration Group (CRCG) and Tarrant County Juvenile Services which will identify and refer eligible students and their families for services. C. Ensure agency support of the "no wrong door"philosophy to serving others. d. Adhere to the values and principle for the wraparound philosophy as described in the curriculum by Mary Grealish, M. Ed, attached as Exhibit A. Service Related a. Facilitate child and family team meetings. b. Assist in the development of an individualized Wraparound Plan for each child that includes clear needs statements, strength-based strategies, and outcomes that are measurable and specific. C. Maintain accurate and concise documentation of contacts with family, team members and providers, including follow-up on referrals made. d. Provide periodic reassessment and modify the plan as indicated by reassessment results. e. Keep the family and team members informed on the progress toward achieving the goals of the plan. £ Facilitate child and family efforts to obtain any financial assistance or services for which they may be eligible for under federal, state, and local regulations. g. Motivate and support family involvement and the identification and inclusion of informal supports. h. Motivate and support family involvement in all phases of the process. i. Comply with the collection and sharing of data necessary for both the local and national evaluation for Community Solutions. Monitoring To ensure that the integrity of the Wraparound Philosophy is adequately employed and maintained by contracted agencies/organizations, Community Solutions will implement three (3) separate review processes. Each of these are outlined below. Utilization Review Monthly group meetings (approximately 2 hrs. in length) to include: Mental Health Contract g LenaPope09.22.04v1 • Clinical Director • Wraparound Facilitators • Supervisors • Evaluators Facilitators will provide a brief verbal summary of activity with one to two families each month with feedback being provided by meeting participants. Client confidentiality will be maintained by de-identifying each case (no client name will be used during the verbal reports) and having meeting participants sign confidentiality agreements to be maintained by Community Solutions. The purpose of the meeting will be to track progress of clients, share ideas and resources, to identify strengths and accomplishments and to address any concerns of the Wraparound Facilitators Case Review (approximately 1 hr. in length) Monthly meetings will include: • Clinical Director • Wraparound Facilitators • Supervisors The Clinical Director will meet with the Wraparound Facilitators individually each month to review and discuss each case in detail. The purpose of the meeting will be for the opportunity to ensure wraparound services are being delivered in a timely manner, consistent with the principles and values of the Wraparound Program. Attention will be given to documentation of services, appropriate use of flexible funds, and work toward sustainability of the child and family team. Case Audits Annual site visits scheduled per the Clinical Director A random sampling of case files will be reviewed by the Clinical Director for detailed analysis of service delivery, documentation procedures and appropriate use of the principles and values of the wraparound philosophy. A plan of correction will be drafted should concerns be noted during an audit with follow-up the next month. Areas to be monitored will include: 1. Project accomplishments a. Activities that have been undertaken previous to the case review. b. Outcomes that have been achieved previous to the case review. Mental Health Contract Lena Pope09.22.04v] 10 c. Lessons learned, including any initiatives that have been attempted and did not succeed. 2. Stewardship of financial resources 3. Innovation 4. Sustainability 5. Efforts to infuse the wraparound philosophy throughout the contracted agency 6. Efforts to create sustainability in the projects' initiatives All contracted agencies/organizations will work cooperatively with the MHMR (Mental Health Mental Retardation) Research Division on local and national evaluation efforts. All contracted agencies/organization will submit monthly reports for all children and families served by the 5th of each month. Reports can be submitted via email, fax or hard delivery to the Clinical Director. Confidentiality and HIPAA Community Solutions will require the contracting agency/organization and all personnel involved in the project to execute Confidentiality Agreements prior to any performance of services to comply with the provisions of HIPAA as it relates to the privacy of health information. Privacy Officers or the designated person of all contracting agencies/organizations will be required to attend a mandated meeting regarding compliance with HIPAA regulations and how such relate to this work and the sharing of information. This meeting will be scheduled per the Program Director pre-implementation of services. Management Information System (MIS) All contracted agencies/organizations will participate in the use of a web-based MIS that will allow collection and sharing of common data elements. Use of this system will keep families from having to provide their information multiple times. It will also allow participating agencies easy and timely access to client's information. Families will complete only one (1) centralized intake form at their initial point of entry into service. From there, agencies providing services to families will be able to access the information necessary to serve. The system will also allow for collection and tracking of data including service contacts, involvement in services and tracking of outcomes. The MIS system will be available in phases, with new components being made available at various intervals throughout the creation phase. Until the system is available, tracking of client involvement in service will be done by hand. Mental Health Contract Lena Pope09.22.04vI I I Documentation of Service All contracted agencies/organizations will be required to submit a monthly activity report to the Clinical Director outlining each family's involvement in services. Contractors will be required to provide this information for the purposes of accountability and collection of data for evaluation of services. A report form will be provided to contracted agencies/organizations. Completed forms can be submitted via fax at 817.871.7372 or by email at victoria.warrenn fortworthgov.org. All contracted agencies/organizations will be required to maintain case files for each child and family served. Required forms and case filing procedures will be provided for each contractor. Staffing Requirements/Turnover Procedures All contracted agencies/organizations will be required to allow Community Solutions to assist in the selection of staff for the contracted positions. Qualified staff/applicants should possess a minimum of a Bachelor's degree or equivalent work experience. They should also display a commitment to the wraparound process and have displayed success in engaging clients in services. All contracted agencies/organizations will be required to inform the Clinical Director of any changes in staff or transferring of families to a new Wraparound Facilitator to assist in the transition of families. Mandated Training Identified Wraparound Facilitators will be required to attend a variety of trainings during the month of October 2004 as scheduled by Community Solutions. Training topics include the Wraparound philosophy, documentation procedures, cultural competency, ethics, critical incident reporting and evaluation. Additional training sessions will be offered throughout the year as necessary. Supervisors will be required to attend training on the Wraparound philosophy with the goal of providing supportive feedback to contracted staff. All facilitators and supervisors will attend training on the use of a Management Information System (MIS) once it is complete and ready for use. Referrals for Service Referrals for service will be accepted by the Site Coordinators with the FWISD Family Resource Centers, Tarrant County Community Resource Collaboration Group (CRCG), Mental Health Contract Lena Pope09.22.04vl 12 and by the Tarrant County Juvenile Services, Children and families referred by FWISD will have been identified through the completion of an intake process. Referrals for service will be forwarded to the Clinical Director who will then contact the appropriate contracted agency or organization to initiate services. Children and families referred by CRCG will have been presented at a CRCG staffing and their contact information will be retained by the Clinical Director who will then contact the family to complete an intake. The family will then be assigned to a contractor who will begin work towards a comprehensive wraparound plan. Agencies will establish contact with referred families within 24 hours of receipt of referral. Children and families referred by Tarrant County Juvenile Services will follow a similar procedure as outlined above. Mental Health Contract Lena Pope09.22.040 13 Wraparound Facilitators scope of work will include the following: 1. Receive referrals (completed intakes) for service as assigned by the Community Solutions Clinical Director 2. Establish contact with referred families within 24 hours of receipt of referral 3. Facilitate child and family team meetings 4. Assist in the development of individualized wraparound plans that includes clear needs statements, strength-based strategies and outcomes that are measurable and specific 5. Maintain accurate and concise documentation of contacts with family, team members and providers, including follow-up on referrals made. 6. Provide periodic reassessment and modify the plan as indicated by reassessment results. 7. Monitor child and family team progress 8. Motivate and support family involvement in all phases of the process 9. Assist in the identification and inclusion of informal resource supports 10. Ensure compliance with all HIPAA regulations, especially those regarding client confidentiality 11. Adhere to the values and principles of the wraparound philosophy as described in the curriculum by Mary Grealish, M.Ed. 12. Ensure compliance with the review processes as set forth by Community Solutions to ensure integrity of the wraparound philosophy 13. Ensure participation in the use of a web-based MIS that will allow collection and sharing of common data elements 14. Allow Community Solutions to assist in the selection of staff for contract positions 15. Participate in mandated trainings beginning October 2004 as scheduled by Community Solutions regarding the wraparound philosophy, documentation procedures, cultural competency, ethics, critical incident reporting and evaluation 16. Ensure compliance with the collection and sharing of data necessary for both the local and national evaluation for Community Solutions 17. Ensure agency support of the "no wrong door"philosophy to serving others Mental Health Contract Lena Pope09.22.041 14 CERTIFICATE OF THE SECRETARY The undersigned, Secretary of Lena Pope Home, Inc, a Texas non-profit corporation (the "Corporation"), hereby certifies that attached hereto as Exhibit "A" is a true and correct copy of the resolutions duly adopted by unanimous consent dated September 30, 2003 of all directors of the Board of Directors of the Corporation and that 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 Title Signature Steven N. Washuta President Patty Potter Secretary IN WITNESS WEREOF I have hereunto affixed my name as Secretary, this 27th day of August , 2004. Patty Potter Secretary Exhibit "A" Excerpt from Board Meeting September 30, 2003 LENA POPE HOME, INC. 3131 SANGUINET STREET FORT WORTH, TX 76107 (817) 731-8681 COMMITTEE REPORT COMMITTEE: BOARD CHAIR: JULIE KLEBERG DATE: SEPTEMBER 30, 2003 ATTENDING: Julie Kleberg Don Cosby Jack Rattikin Ted Blevins Mark Shelton Patty Potter Glenn Darden Ellen Ray Farooq Selod Steve Washuta Don Kirk, Holly McFarland David Farmer Kevin Avondet Rafa Garza Alicia Duran Jim Dunaway Dan Penner Vern Spurlock Proxy: Ellen Messman, Warren Prescott Kaydee Bailey Gail Landreth Charles Ringler, JoAnn Frosty Tempel Stewart Henderson Means, Dan Feehan, John Avila, Marty Leonard AGENDA TREASURER'S REPORT AND COMMITTEE REPORTS The Chair called the meeting to order by the Chair. Gail Landreth moved approval of the April minutes. It was seconded by Jack Rattikin and carried. BYLAWS/ARTICLES REVISION — Julie Kleberg Changes include wording in the mission to include serving adults; deleting the July Board meeting; and deleting Continuous Quality Council committee as that function has been absorbed by the Program Committee. MOTION: Dan Penner moved approval of the revisions to bylaws and articles. It was seconded by Mark Shelton and carried. E�xhibi - Ilt1" LAW OFFICES OF LAW, SNAKARD & GAMBILL ROBERT M.RANDOLPH WALKER FRIEDMAN A PROFESSIONAL CORPORATION DABNEY D.BASSEL MICHAEL P.SCHUTT RICE M.TI LLEY.JR. ED HUDDLESTON 3200 TEAM BANK BUILDING HUGH A.SIMPSON MICHAEL T.COOKE SAMUEL A.DENNY VERNON E.REW.JR. LYNN M.JOHNSON KERN A LEWIS WALTER S.FOR NET A.BURCH WALDRON.111 500 THROCKMORTON STREET JOHN L.BECKHAM TODD P.KELLY ROBERT F.WATSON GARY L.INGRAM FORT WORTH. TEXAS 76102 THOMAS F.DUNN JAMES N.CM EATHAM IV DENNIS R.SWIFT LARRY BRACKEN W.BRADLEY PARKER JAY K.RUTHERFORD MARVIN CHAMPLIN H.ALLEN PENNINGTON.JR. B.BLAKE COX STEPHEN G.WILCOX JAY S GARRETT GEORGE PARKER YOUNG AREA 817 335.7373 KELLEY B.MILL JEFFREY A.RATTIKIN JAMES W.SCHELL STEVEN D.GOLDSTON WILLIAM F.MCCANN PAMELA ARNOLD BASSEL METRO 4292991 MARK S.►F EIFFER BONNIE L.ARNETT OF COUNSEL MICHAEL L.MALONE CAROL WARE DAVIDSON TELECOPY 3327473 STEVEN M.SMITH THOS H.LAW DIRECT DIAL NUMBER: BAYARD M.FRIEDMAN ROBERT F.SNAKARD LAWTON G.GAMBILL MARRY HOPKINS (817) 878-6350 RICE M.TILLEY RICE 9-19 9 01 December 6, 1990 Mr. Ted Blevins, Executive Director Lena Pope Home, Inc. 4701 W. Rosedale Street Fort Worth, Texas 76107 Dear Mr. Blevins: We have received from the Secretary of State of the State--Of exas, and I am pleased to forward to you with this letter, the Restated (Articles of Incorporation (with Amendment) of Lena Pope Home, Inc. showing that--it has been accepted and filed in the Secretary of State's--office. It is very important that the enclosure be placed in the corporate minute book for Lena Pope H&e which- we presume you are maintaining at the Home. If you have any questions, please y ve me a call. V o s, Rice Jr. RMTjr/jj C5-ED Enclosure cc: Mr. Don W. Kirk B-JB-RSTII of A ?�I e State of Texas Srrrrtarg of Sttttr NOV. 21, 1990 RICE P. TILLEY , JR.-LAU, SUAKARD E GAYBILL 3200 LTEAM BNK3LDG-500 THROCKMORTON ST. FORT WORTH , TX 76102 RE: - LEN.A POPE HOME , INC. CHARTER NUMBER 00325061-01 IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR RESTATED ARTICLES OF INCORPORATION. THE APPROPRIATE EVIDENCE IS ATTACHED FOR YOUR FILES-9` 0110- TI=E ORIGINAL HAS BEEN FILED IN THIS OFFICE. PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER. IF WE CAN BE OF FURTHER SERVICE AT ANY TIME , PLEASE LET US KNOW. VERY TRULY YOURS9 vi, . . ' . t Secretary o ate rT�"�' A� _ t i r )x� �I�P Sty#P Of 0exas ciPCrrtarg of Statr CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF LENA POPE HONE, INC. CHARTER NUMBER 00329061 THE UNDERSIGNEL , AS SECRETARY OF STATE OF THE STALE OF TEXAS, HEREBY CERTIFIES THAT RESTATED ARTICLES OF INCORPORATION OF THE ABOVE CORPORATIUN- DULY -SIGNED AND VERIFIED PURSUANT TO THE PROVISIONS OF THE TEXAS NON—PROFIT CORPORATION ACT, HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF -STATEs AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAWf HEREBY ISSUES THIS CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION AND ATTACHES HERETO A COPY OF THE RESTATED ARTICLES OF INCORPORATION. GATED NOV. 211 1990 �'�` Secretary o ate :n the PLED fice of the Secretary of State of Texas RESTATED ARTICLES OF INCORPORATION (with Amendment) OF NOV 21 x990 LENA POPE HOW, INC. '�orAorations Section A. Lena Pope Home, Inc., a Texas non-profit corporation, pursuant to the provisions of Article 1396-4.06 of the Texas Nan-Profit Corporation Act, hereby adopts these Restated Articles of Incorporation which accurately copy the Articles of Incorporation and all amendments thereto that are in effect to date and which further amend such Articles of Incorporation as here- inafter set forth and which contain no other change in any provisions thereof. B. The Articles of Incorporation of the Corporation are amended by the Restated Articles of Incorporation as follows: 1. Article "I" is redesignated as Article "1. Name.". 2. Article "II" is redesignated as Article "2. Non-Profit Corporation.", and is completely replaced by a new provision (see Article "2." of paragraph E to follows) ; 3. Article "III" is redesignated as Article "3. Duration.", and is completely replaced by a new provision (see Article` "3." of paragraph E to follow) ; -_ -.4. Article "IV" is redesignated as Article "4. Pua*poses.", and is completely replaced by a new provision (see Article "4." of paragraph E to follow); �- 5. Article "V" is redesignated as Article "5. No Members.", and is completely replaced by a new provision (see Article "5." of paragraph E to follow) ; - 6. Article "VI" is redesignated as Article "6. Registered Office and Agent.", and is completely replaced by a new provision (see Article "6." of paragraph E to follow) ; 7. Article "VII" is redesignated as Article "7. Board of Directors.", and is completely replaced by a new provision (see Article "7." of paragraph E to follow) ; 8. Article "VIII" is redesignated as Article "8. Limitation of Liability.", and is completely replaced by a new provision (see Article "8." of paragraph E to follow) ; 9. A new Article "9. Charitable Immunity and Limitations of Liability." has been added (see Article "9." of paragraph E to follow) ; 10. A new Article "10. Indemnification." has been added (see Article "10." of paragraph E to follow); -1- 11. A new Article "11. Interested Directors and officers." has been added (see Article "11." of paragraph E to follow) ;- C. Each such amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act. D. The amendments to the Articles of Incorporation of the corporation were adopted by a vote of a majority of the directors in office. E. The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as set forth below. 1. Name. The name of the corporation is the "UNA POPE HOME, INC." (the "corporation") . 2. Non-Profit Corporation. The corporation is a non-profit corporation. 3. Duration. The period of its duration is perpetual. 4. Purposes. (A) General Purposes. (i) The purposes for which the corporation is organized are to provide a full range of services, including group care, fam- ily care, foster care, and adolescent treatment care as well as all matters incident thereto to children of Tarrant County and other counties who are, or are in danger of becoming, dependent, neglected, emotionally disturbed, or delinquent, including their education and general welfare:- (2) The corporation is organized pursuant to the Texas Non-Profit Corporation Act for nonprofit purposes and does not contemplate pecuniary gain or profit. (3) The above statement of corporate purposes shall be construed as a statement of both purposes and powers and not as restricting or limiting in any way the general powers of this corporation, or the exercise and enjoyment of such powers, as they are expressly or impliedly granted by the laws of the State of Texas, to do everything and anything reasonable and lawfully necessary, proper, or convenient for the achievement of the purposes above stated. (B) Federal Income Tax Limitations on Purposes. Notwithstanding what is stated above: (1) No part of the net earnings of the corporation shall inure to the benefit of any director of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or -2- more of its purposes), and no director, officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided in Sections 501(h) and 4911 of the Code), and the corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office; (2) The corporation shall distribute its income for each taxable year at such time and in such manner as not to became subject to tax on undistributed income imposed by Section 4942 of the Code or corresponding provisions of any subsequent federal tax laws; (3) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code or corresponding provisions of any subsequent federal tax laws; (4) The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code or corresponding provisions of any subsequent federal tax laws; (5) The corporation shall not make any investments in such manner as to subject it to tax under Section 41344 of the Code or corresponding provisions of any subsequent federal tax--laws; (6) The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent federal tax laws; (7) Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried om by an organization exempt from taxation under Section 501(c) (3) of the Code and the regulations of the Internal Revenue Service as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code and the applicable regulations of the Internal Revenue Service as they now exist or as they may hereafter be amended; and (8) Upon dissolution of the corporation or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. -3- 5. No Members. The corporation is not to have any members. 6. Registered Office and Agent. The street address of the initial registered office of the corporation is 4701 West Rosedale, Fort Worth, Texas 76i07, and the name of its initial registered agent at such address is Ted Blevins. 7. Board of Directors. The number of directors constituting the initial Board of Directors (which number of directors may hereafter be changed simply by amendment to the Bylaws of the corporation) is thirty-nine (39), and the names and addresses of the persons who are to serve as the initial directors are: NAME ADDRESS Mrs. Elva Allie, Ph.D. 2500 Stone Hollow Bedford, Texas 76021 Mrs. Kaydee Bailey 1324 Thcanas Place Fort Worth, Texas 76107 Mr. Daniel E. Berce 777 Taylor, FW Club Bldg. Ste. 800 Fort Worth, Texas 76102 Mrs. Judith Birmingham UrA, Graduate School of Soc. Work Box 19129 Arlington, TX 76019 Mrs. Jaye Browning 3800 Monticello Fort Worth, Texas 76107 Ms. Beverly Branch 120 St. Louis Fort Worth, Texas 7b101 Mr. Donald Carter P. O. Box 619190 _ Dallas, Texas 75261-9190 Mr. Ronald W. Clinkscale Coopers & Lybrand 301 Commerce, Ste. 1900 Fort Worth, Texas 76102 Mr. C. Douglas Dickerson Dickerson, Llewellyn & Fitzgerald P. O. Box 1015 Fort Worth, Texas 76101 Mr. Ralph H. Duggins- Cantey and Hanger 2100 FirstRepublic Bank Bldg. 801 Cherry Fort Worth, Texas 76102 Mrs. Susy Duggins 107 N. Rivercrest Drive Fort Worth, Texas 76107 -4- Mr. David W. Farmer 3200 Riverfront, Suite 100 Fort Worth, Texas 76107 Mrs. Lynn Fisher 4325 Miralcma Drive Fort Worth, Texas 76126 Mr. Jim Gilliland 4410 W. Vickery Fort Worth, Texas 76107 Mrs. Martine Ginsburg 3860 Bellaire Circle Fort Worth, Texas 76109 Bill Howard, M.D. (Ret. ) 4902 Westbriar Drive Fort Worth, Texas 76109 Mr. Elton M. Hyder, III 1918 Commerce Bldg. Fort Worth, Texas 76102 Mr. Charles H. Jones Prudential Ins. of America 2501 Parkview, Suite 426 Fort Worth, Texas 76102 Mr. Clark Kemble, III The Summit Group 1227 West Magnolia-`Ste. 500 Fort Worth, Texas 76101 Mr. Don Kirk Kirk, Voich & Gist 1500 Ballinger Fort Worth, Texas 76102 Mrs. Jody Lancarte Joe T. Garcia's Mexican Dishes 2201 N. Commerce Fort Worth, Texas 7£106 Mrs. Kathryn S. Lanford 900 Burk Burnett Bldg. 500 Main Street Fort Worth, Texas 76102-3946 David M. Lavine, M.D. 416 S. Henderson Fort Worth, Texas 76104 Mr. Marty V. Leonard 1411 Shady Oaks Lane Fort Worth, Texas 76107 Mrs. Marge McGrew 6321 Green4ay Read Fort Worth, Texas 76lib Mr. Scott Murray KXAS-TV Channel 5 P. O. Box 1780 Fort Worth, Texas 76101 -5- Ms. Judy G. Needham 5913 El Campo Terrace Fort Worth, Texas 76107 Mr. Thomas Hill Puff 1320 Lake Street Fort Worth, Texas 76102 Mr. Jack Rattikin, III Rattikin Title Company 611 Throckmorton Fort Worth, Texas 76102 Ellen P. Ray, M.A. Ridglea Professional Bldg. 6040 Camp Bowie Blvd., Suite 11 Fort Worth, Texas 76116 Mr. Charles A. Ringler All Saints Health Foundation 1307 8th Avenue, Suite 310 Fort Worth, Texas 76104 Mr. Randy Rodgers Prudential-Bache Securities Fort Worth Club Tower 777 Taylor Fort Worth, Texas 76102 Tom Rogers, Jr. , M.D. 1533 Merrimac Circle Fort Worth, Texas. 76107 Mr. James Schuessler All Saints Health Care, Inc. 1400 8th Avenue Fort Worth, Texas 76101 Farooq I. Selod, M.D. 800 8th Avenue, Suite 506 Fort Worth, Texas 76104 Mr. Roger T. Staubach 6750 Lai Freeway, Suite 1100 Dallas, Texas 75240- Mr. J. Andy Thompson Texas Security Bancshares P. O. Box 1480 Fort Worth, Texas 76101 Mrs. Lillian Wacker 4209 Warnock Court Fort Worth, Texas 76109 Mr. Robert D. Whitson 3837 Bunting Fort Worth, Texas 76107 8. Limitation of Liability. No director of the corporation shall be personally liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except that this paragraph does not eliminate or limit the liability of a director for (1) a breach of a director's duty of loyalty to the corporation, (2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received -6- an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (4) an act or omission for which the liability of a director is expressly provided for by statute, or (5) an act related to an unlawful stock repurchase or payment of a dividend. Neither the amendment nor repeal of this paragraph shall eliminate or reduce the effect of this paragraph in respect of any matter occurring, or any cause of action, suit, or claim that, but for this paragraph, would accrue or arise, prior to such amendment or repeal. If the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act are hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act, as so amended from time to time. 9. Charitable Immunity and Limitations of Liability. (A) Except as provided in paragraphs (C) and (G) below, in any civil action brought against the corporation for damages based on an act or omission by the corporation or its employees or volunteers, the liability of the corporation shall be limited to money damages in the maximum amount of $500,000 for each person and $1,000,000 for each single occurrence of bodily injury or death and $100,00 for each single occurrenc_e. for injury to or destruction of property. (B) Except as provided in paragraphs (C) and (G) below, in any civil action brought against an employee of the corporation for damages based on any act or omission by the employee in the course and scope of his or her employment, the liability of the employee shall be limited to money damages in a maximum amount of $500,000 for each person and $1,000,000 for each single occurrence of bodily injury or death and $100,000 for each single occurrence for injury to or destruction of property. (C) In order for the provisions contained in paragraphs (A) and (B) above to apply, the corporation must have in effect at the time of any act or omission described therein liability insurance coverage in the amount of at least $500,000 for each person and $1,000,000 for each single occurrence for death or bodily injury and $100,000 for each single occurrence for injury to -or destruction of property. Such insurance coverage may be provided under a contract of insurance or other plan of insurance authorized by statute. (D) Except as provided in paragraphs (F) and (G) below, a volunteer who is serving as an officer, director, or trustee of the corporation is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in the course and scope of his or her duties or functions as an officer, director, or trustee of the corporation. (E) Except as provided in paragraphs (F) and (G) below, a volunteer who is serving as a direct service volunteer of the corporation is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in good faith and in the course and scope of his or her functions or duties with the corporation. -7- (F) A volunteer of the corporation shall be liable to any person for death, damage, or injury to the person or his property if such were proximately caused by any act or omission arising from the operation or use of any motor-driven equipment by the volunteer, but only to the extent insurance coverage is required by Section lA of the Texas Motor Vehicle Safety-Responsibility Act, and only to the extent of any existing insurance coverage applicable to the act or omission. (G) The provisions of this Article shall not apply to any act or cmission that is intentional, willfully or wantonly negligent, or done with conscious indifference or reckless disregard for the safety of others. (H) As used in paragraphs (A) and (B) above, the term "employee" means any person, including an officer or director, who is in the paid service of the corporation, but does not include an independent contractor. (I) As used in paragraphs (A) , (D) , (E), and (F) above, the term "volunteer" means any person rendering services for or on behalf of the corporation who does not receive compensation in excess of reimbursement for expenses incurred, and such term shall include a person serving as a director, officer, trustee, or direct service volunteer. (J) Neither the amendment nor repeal of this Article shall eliminate or reduce the effect of the provisions of this Article in respect of any matter occurring, or any cause of action, suit, or claim that, but for this -Article,.. would accrue or arise, prior to such amendment or repeal. If any clause or provision of this Article or its application is held to be unconstitutional, such invalidity shall not affect other clauses, provisions, or applications of this Article that can be given effect without the invalid cause or provision and shall not affect or nullify the remainder of this Article or any other clause or provision. If the Texas Civil Practice & Remedies Code is hereinafter amended to further eliminate or limit the personal liability of directors, officers, trustees, employees, or volunteers of the corporation, then the liability of such persons shall be eliminated or limited to the fullest extent permitted by the Texas Practice & Remedies Code, as so amended from time to time. 10, Indemnification. (A) The corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a director, officer, agent, trustee, or employee of the corporation and any person who serves or served at the corporation's request as a director, officer, trustee, agent, (including any person appointed by the corporation to act on any of the corporation's committees) , employee, partner, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise. In the event the provisions of indemnification set forth below are more restrictive than the provisions of indemnification allowed by Article 1396-2.22A of the Texas Non-Profit Corporation Act, then such persons named above shall be indemnified to the full extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act as it may exist from time to time. -B- (B) In case or a threatened or pending suit, action, or proceeding (whether civil, criminal, administrative, or investigative) against a person named in paragraph (A) above by reason of such person's holding a position named in such paragraph (A), the corporation shall indemnify such person if such person satisfied the standard contained in paragraph (C), for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the suit as expenses (including court costs and attorneys' tees), amounts paid in settlement, judgments, and fines. (C) A person named in paragraph (A) above will be indemnified only if it is determined in accordance with paragraph (D) below that such person: (1) acted in good faith in the transaction which is the subject of the suit; and (2) reasonably believed: (a) if acting in his or her official capacity as director, officer, trustee, agent, or employee of the corporation, that his or her conduct was in the best interests of the corporation; and (b) in all other cases, that.- his or her conduct was not opposed to the -:best interests of the corporation. (3) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The- termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, or itself, create a presumption that such person failed to satisfy the standard contained in this paragraph (C) . (D) A determination that the standard of paragraph (C) above has been satisfied must be made: (1) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceedings; or (2) if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or (3) by special legal counsel selected by the Board of Directors or a car ittee of the Board by vote as set forth in subparagraphs (1) or (2) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority note of all directors. -9- (E) Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by subparagraph (D) (3) above for the selection of special legal counsel. (F) The corporation may reimburse or pay in advance any reasonable expenses (including court costs and attorneys' fees) which may became subject to indemnification under paragraphs (A) through (E) above, but only in accordance with the provisions as stated in paragraph (D) above, and only after the person to receive the payment (i) signs a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under paragraph (C), and (ii) undertakes in writing to repay such advances unless it is ultimately determined that such person is entitled to indemnification by the corporation. The written undertaking required by this paragraph must be an unlimited general obligation of the director but need not be secured. It may be accepted without reference to financial ability to make repayment. (G) The indemnification provided by paragraphs (A) through (E). above will not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of members or disinterested directors, or otherwise. (H) The indemnification and advance payment provided by paragraphs (A) through (F) above will continue as to a person who has ceased to hold a position named in paragraph (A) above and will inure to such person's heirs, executors, and administrators. (I) The corporation may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph (A) above against any liability incurred by such person in an_y such position, or arising out of such person's status as such, whether or not the corporation would have power to indemnify such person against such liability under paragraphs (A) through (G) above. (J) Indemnification payments and advance payments made under paragraphs (A) through (I) above are to be reported in writing to the directors of the corporation at the next notice or waiver of notice of annual meeting, or within twelve months, whichever is sooner. 11. Interested Directors and officers. (A) If paragraph (B) below is satisfied, no contract or other transaction between the corporation and any of its directors or officers (or any corporation or firm in which any of them is directly or indirectly interested) will be invalid solely because of this relationship or because of the presence of such director or officer at the meeting authorizing such contract or transaction or such person's participation in such meeting or authorization. -10- (B) Paragraph (A) above will apply only if: (1) The contract or transaction is fair to the corporation as of the time it is authorized or ratified by the Board of Directors or a committee of the Board; or (2) The material facts of the relationship or interest of each such director or officer are known or disclosed to the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote. (C) The provisions contained in paragraphs (A) and (B) above may not be construed to invalidate a contract or transaction which would be valid in the absence of such provisions. DATED this 30th day of October, 1990. LENA POPE HOME, INC. By: • R. on W. Kirk, Chairman Lillian L. Wacker, Secretary -11- STATE OF TEXAS § COUNTY OF TARRANr § Before me, a notary public, on this day personally appeared Don W. Kirk, Chairman, and Lillian L. 1v�cker, Secretary, who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing docmpent and that the statements therein contained are true. IN WITNESS WHEFMF, I have hereunto set my hand and seal the day and year above written. Notary Public, Stat e s `°•�! .r, RMTjr/kdc D5-U Ax -12- AMENDED AND RESTATED BY-LAWS OF LENA POPE HOME, INC. ARTICLE I—NAME AND LOCATION Section 1:1 —Name: The name of this Corporation shall be the Lena Pope Home, Inc. Section 1:2 —Principal Office: The principal office of the Corporation shall be located in the City of Fort Worth at an address to be designated by the Board of Directors. Section 1:3 — Registered Office and Agent: The Corporation shall have and continuously maintain in the City of Fort worth a registered office and a registered agent whose office is identical with such registered office. The registered office may, but not need be, identical with the Corporation's principal office, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II—PURPOSE The Corporation is organized exclusively for religious, charitable, scientific, literary and education purposes. The purpose and mission of the Corporation is to carry on its business with the goals of enhancing the potential for adjustment, development, and support of emotionally disturbed and troubled youth and adults. The Corporation is committed to meeting the needs of youth and adults regardless of race, religion, sex, disability or national origin. The specific needs of each potential youth and/or adult client measured in conjunction with the available resources to respond to those needs shall be the principal criteria for service. The services provided shall include education, foster care, treatment, discipline, and counseling. ARTICLE III—HONORARY MEMBERS The Corporation shall have members who are to be known as Honorary Members, to be elected by the Board of Directors at its September meeting. Honorary Members so elected shall become members. Any adult person in sympathy with the objectives and purposes of the Corporation is eligible to serve as an Honorary Member. Honorary Members shall be invited to attend the annual meeting of the Board of Directors in September and may attend any other meetings of the Board as they choose, but shall have no voting rights. ARTICLE IV—BOARD OF DIRECTORS Section 4:1 — General Powers: The affairs of the Corporation shall be managed by its Board of Directors. Notwithstanding any provision contained in these bylaws to the contrary, it shall require at least sixty percent of all duly qualified members of the Board to (1) approve the purchase or sale of any real property, or, the entry of any-lease, whether as landlord or tenant, for a term of one year or more; (2) pledge any assets of the Corporation where the amount to be secured, whether singularly or in BYLAWS OF LENA POPE HOME,MC. Page I the aggregate, exceeds $250,000; (3) consent to a significant and material change in the mission of the Corporation as set forth in Article II of these bylaws; or (4) enter into any contract for goods or services to be provided to the Home which, over the life of a contract, will involve payments by the Corporation exceeding $250,000; or (5) materially change the use of the Corporation's real property. Section 4:2 —Number Tenure and Qualifications: A. Any person over the age of 21 years who is in sympathy with the objectives and purposes of the Corporation shall be eligible to serve as a director. B. In no event shall there be less than twenty nor more than forty directors. C. At least three-fourths of the Board must maintain their permanent residence within Tarrant County, Texas. D. The Board shall be divided into three classes which are as nearly equal in number as possible. E. A member of the Board shall serve for a three-year term beginning on the first day of October following his or her election (or such other earlier date as the Board may determine) and ending when his or her successors have been elected and qualified. F. No person may be proposed for membership on the Board unless properly nominated by the Nominating Committee. G. The terms of each of the classes shall be staggered so that the three-year terms of approximately one-third of the members of the Board will expire each year. H. Effective January 1, 1995 any person who has served two full consecutive terms as a director shall generally not be eligible to serve as a director for a period of two years unless he or she is elected to serve as an officer, or, unless the Nominating Committee shall determine that such person exhibits special qualifications and further determines that such person has consistently met or exceeded a majority of the general considerations set forth in Section 4:10 (B) (1). The Nominating Committee shall have the right to review annually and specify further the qualifications and required commitment requested from the individual directors. Section 4:3 — Meeting Schedule: The Board shall meet regularly on the fourth Tuesday of September, January, and April. Special meetings may be called by or at the request of the President or any four directors. Section 4:4 — Notice of Meeting: Written or printed notice stating the place, date, hour, and purpose of any meeting of the members of the Board shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than three nor more than thirty days before the date of such meeting. Section 4:5 — Quorum: Fifty percent of the members of the Board shall constitute a quorum for the transaction of business at any meeting and the act of a majority at a meeting at which a quorum is present shall constitute the act of the Board, unless a greater number is required by Section 4:1 or by applicable laws. Section 4:6 — Voting by Proxy: A member of the Board may vote either in person or by proxy executed in writing by the director not less than twenty-four hours prior to the meeting at which the vote is to be tabulated. A proxy shall grant authority to vote to the named proxy holder. A proxy may authorize the proxy holder to vote on specific matters in the proxy holder's discretion or for specified proposals. Any such proxy shall not be valid for more than ten days. BYLAWS OF LENA POPE HOME, INC. Page 2 Section 4:7 - Compensation: No director shall receive any salary for his or her service, but by appropriate approval of the Board, a director may be reimbursed for actual out-of-pocket expenses incurred by him or her in carrying out his or her duties as a director. Notwithstanding, subject to applicable ethics guidelines and regulations,nothing herein shall be construed to preclude any director from serving the Corporation in another capacity and receiving reasonable compensation therefore. Section 4:8 - Vacancies. Any vacancy occurring on the Board by reason of death, incapacity, resignation or otherwise, may be filled by the Board at any special or regular meeting. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor. Section 4:9-Lifetime Members: From time to time the Board may choose to name any of its current or prior members as a lifetime member. Lifetime members shall have no voting rights and shall not be counted when determining the maximum number of voting members. Section 4:10 - Committees: AV Executive Committee: The Executive Committee shall consist of the four officers, the chairs ofthe seven standing committees and at least two but not more than four,at-large members who shall be appointed by the President. The Executive Committee shall have and shall execute the authority of the day to day management of the Corporation. It shall meet at least every two months, to conduct the business of the Corporation. It shall hear reports from all other committees and set the agenda for presentation at the meetings of the Board. A simple majority of the members of the Executive Committee shall constitute a quorum. B. Standing Committees: The following committees shall meet at such times as meetings are duly called by the Chair of the respective committee. (1) Nominating Committee: There shall be a Nominating Committee consisting of the immediate past president (who shall serve as Chair), and at least six other board members elected by the Board of Directors. Any four members of the Board may propose from the floor an additional person to run for the Nominating Committee. The Nominating Committee shall (a) nominate candidates for membership to the Board, (b) nominate candidates for officers of the Corporation, and (c) propose members for the Nominating Committee for the following year. In determining who shall be presented on any slate for possible membership to the Board, the Nominating Committee shall be guided by the following general considerations: (i) Dedication to the mission, present and future, of the Corporation; (ii) Commitment to serving the communities in the Fort Worth-Dallas areas, with emphasis upon Tarrant County; (iii) Special expertise, background or skills which can benefit the Corporation; (iv) Fundraising ability; BYLAWS OF LENA POPE HOME,INC. Page 3 Executive Committee by virtue of service as a chair of any ad hoe committee. Any Ad Hoc Committees formed under this provision shall have a maximum term of one year. Section 4:11 -Removal. Any member of the Board of Directors may be removed by a two-thirds vote of the Directors present at any duly called regular or special meeting of the Board at which a quorum is present in person. Section 4:12 -Indemnification. The Corporation shall indemnify any current or former Director or Officer who served or may have served at the Corporation's request as a Director or Officer to the fullest extent permitted under the Texas Non-Profit Corporation Act provided that any claim, demand, suit or liability does not arise as a result of malfeasance, gross misconduct, willful misconduct, dishonesty or fraud. The Corporation shall use its best efforts to provide at its expense reasonable liability insurance coverage covering the members of the Board. ARTICLE V- OFFICERS Section 5:1 - Officers: The officers of the Corporation shall be a president, a vice-president, a secretary, and a treasurer. Section 5:2-Election and Terms of Office: The officers of the Corporation shall be elected annually from the Board by the Board at the July meeting of the Board. Officers who are elected in July shall assume their duties in September after installation at the September annual meeting. Each officer shall hold office until his or her successor has been elected and qualified and has begun his or her term of office. Section 5:3 -Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors for cause. Section 5:4 - Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board for the unexpired portion of the term. Section 5:5 -President: The president shall be the principal executive officer of the Corporation and shall, with the advice of the Executive Director, be in general supervision and control of all the business and affairs of the Corporation. He or she shall preside at all meetings of the Board of Directors and the Executive Committee; in general, he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board. He or she shall serve as ex-officio member on all the committees or may assign shared responsibility to the vice-president. Section 5:6-Vice-President: In the absence of the president or in the event of his or her inability or refusal to act, the vice- president shall perform the duties of the president, and for this purpose shall have all the powers of and be subject to all the restrictions placed upon the president. The vice-president shall perform such duties as may be assigned him or her by the president or by the Board of Directors. BYLAWS OF LENA POPE HOME,INC. Page 5 Section 5:7 - Treasurer: The treasurer shall have general supervision and charge of all funds and securities of the Corporation; shall use best efforts to see that monies are received and receipts given for monies due and payable to the Corporation, and see that monies are deposited in the name of the Corporation in such depositories as may have been selected by the Board of Directors; shall see that accurate record is kept of the funds and make monthly reports to the Executive Committee; and in general, perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. Section 5:8 - Secretary: The secretary shall use his or her best efforts to assure that the minutes of the Board of Directors and Executive Committee and eight standing committees are kept in books provided for that purpose; that meeting notices are duly given in accordance with these Bylaws or as required by law; be custodian of all the records of the Corporations's seal and see that it is affixed to all documents where its use is required;keep a register of the post office address of each member which shall be furnished to the secretary by such member; shall sign when authorized and required all contracts, resolutions or other legal instruments, and in general, perform all duties incident to the office of secretary including primary responsibility for the accuracy of all minutes of the Board of Directors and Executive Committee meetings as well as such other duties as may be assigned by the President. Section 5:9 -Executive Director: An Executive Director shall be employed and who, subject to the control and direction of the Executive Committee and Board of Directors, shall have general charge, oversight, and direction of the affairs and business of the Corporation, and shall be its responsible managing head. The Executive Director shall have authority to sign on behalf of the organization all necessary papers and/or contracts with prior appropriate Board approval;and shall have the authority to make authorized expenditures. The Executive Director or his or her delegate shall attend all meetings of the Board and its committees and report on the operations of the Corporation. He or she shall be the liaison between the Board and the staff, and shall represent both Board and staff. ARTICLE VI- CONTRACTS, CHECKS,DEPOSITS, AND FUNDS Section 6:1 - Contracts: The Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Section 6:2 - Checks, Drafts, etc.: All checks, drafts, or orders for the payment to money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as may be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President or a vice-president of the Corporation. Section 6:3 -De_posits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such depositories as the Board may select. BYLAWS OF LENA POPE HOME,INC. Page 6 Section 6.4 - Gifts: The Board may accept on behalf of the Corporation, or on behalf of any trust, foundation, or entity for the benefit of the Corporation, any contribution, gift, bequest, or device for any special or general purpose of the Corporation. ARTICLE VII- LIMITATION OF LIABILITY; INDEMNIFICATION Section 7:1 -Limitation of Liability: No Director of the Corporation shall be personally liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director, except that this Section 7:1 does not eliminate or limit the liability of a director for (1) a breach of a director's duty of loyalty to the Corporation, (2)an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office, (4) an act or omission for which the liability of a director is expressly provided for by statute, or (5) an act related to an unlawful stock repurchase or payment of a dividend. Neither the amendment nor repeal of this Section 7:1 shall eliminate or reduce the effect of this paragraph in respect of any matter occurring , or any cause of action, suit, or claim that, but for this Section 7:1, would accrue or arise, prior to such amendment or repeal. If the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act are hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors,then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act, as so amended from time to time. Section 7:2 - Charitable Immunity and Limitations of Liability: A. Except as provided in paragraphs C and G below, in any civil action brought against the Corporation for damages based on an act or omission by the Corporation or its employees or volunteers,the liability ofthe Corporation shall be limited to money damages in the maximum amount of$500,000 for each person and$1,000,000 for each single occurrence of bodily injury or death and $100,000 each single occurrence for injury to or destruction of property. B. Except as provided in paragraphs C and G below, any civil action brought against an employee ofthe Corporation for damages based on any act or omission by the employee in the course and scope of his or her employment, the liability of the employee shall be limited to money damages in a maximum amount of$500,000 for each person and $1,000,000 for each single occurrence of bodily injury or death and $100,000 for each single occurrence for injury to or destruction of r property. C. In order for the provisions contained in paragraphs A and B above to apply, the Corporation must have in effect at the time of any act or omission described therein liability insurance coverage in the amount of at least $500,000 for each person and $1,000,000 for each single occurrence for death or bodily injury and $100,000 for each single occurrence for injury to or destruction of property. Such insurance coverage may be provided under a contract of insurance or other plan of insurance authorized by statute and may be satisfied by the purchase of a $1,000,000 bodily injury and property damage combined single limit policy. BYLAWS OF LENA POPE HOME,INC. Page 7 D. Except as provided in paragraphs F and G below, a volunteer who is serving as an officer, director, or trustee of the Corporation is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in the course and scope of his or her duties or functions as an officer, director, or trustee of the Corporation. E. Except as provided in paragraphs F and G below, a volunteer who is serving as a direct service volunteer of the Corporation is immune from civil liability for any act or omission resulting in death, damage, or injury if the volunteer was acting in good faith and in the course and scope of his or her functions or duties with the Corporation. F. A volunteer of the Corporation shall be liable to any person for death, damage, or injury to the person or his property if such were proximately caused by any act or omission arising from the operation or use of any motor-driven equipment by the volunteer, but only to the extent insurance coverage is required by Sections 601.051-053, 601.122 and 601.123 of the Texas Motor Vehicle Safety-Responsibility Act, and only to the extent of any existing insurance coverage applicable to the act or omission. G. The provisions of this Section 7:2 shall not apply to any act or omission that is intentional,willfully or wantonly negligent, or done with conscious indifference or reckless disregard for the safety of others. H. As used in paragraphs A and B above, the term "employee" means any person, including an officer or director, who is in the paid service of the Corporation, but does not include an independent contractor. I. As used in paragraphs A, D, E, and F above, the term "volunteer" means any person rendering services for or on behalf of the Corporation who does not receive compensation in excess of reimbursement for expenses incurred, and such term shall include a person serving as a director, officer, trustee, or direct service volunteer. J. Neither the amendment nor repeal of this Section 7:2 shall eliminate or reduce the effect of the provisions of this Section 7:2 in respect of any matter occurring, or any cause of action, suit, or claim that,but for this Section 7:2,would accrue or arise,prior to such amendment or repeal. If any clause or provision of this Section 7:2 or its application is held to be unconstitutional, such invalidity shall not affect other clauses, provisions, or applications of this Section 7:2 that can be given effect without the invalid cause or provision and shall not affect or nullify the remainder of this Section 7:2 or any other clause or provision. If the Texas Civil Practice & Remedies Code is hereinafter amended to further eliminate or limit the personal liability of directors, officers, trustees, employees, or volunteers of the Corporation, then the liability of such person shall be eliminated or limited to the fullest extent permitted by the Texas Practice&Remedies Code, as so amended from time to time. BYLAWS OF LENA POPE HOME,INC. Page 9 Section 7:3 -Indemnification: A. The Corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a director, officer, agent, trustee, or employee of the Corporation and any person who serves or served at the Corporation's request as a director, officer, trustee, agent, (including any person appointed by the Corporation to act on any of the Corporation's committees), employee,partner, or trustee of another corporation or of a partnership,joint venture,trust, or other enterprise. In the event the provisions of indemnification set forth below are more restrictive than the provisions ofindemnification allowed by Article 1396-2.22A of the Texas Non-Profit Corporation Act, then such persons named above shall be indemnified to the full extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act as it may exist from time to time. B. In case of a threatened or pending suit, action, or proceeding(whether civil, criminal, administrative, or investigative) against a person named in paragraph A above by reason of such person's holding a position named in such paragraph A,the Corporation shall indemnify such person if such person satisfied the standard contained in paragraph C, for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the suit as expenses (including court costs and attorneys'fees), amounts paid in settlement,judgments, and fines. In the event the person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by him or her, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and(2)shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional conduct in the pay of his or her duty to the Corporation. C. A person named in paragraph A above will be indemnified only if it is determined in accordance with paragraph D below that such person: (1) acted in good faith in the transaction which is the subject of the suit; and (2) reasonably believed: (a) ifacting in his or her official capacity as director,officer,trustee,agent or employee of the Corporation, that his or her conduct was in the best interests of the Corporation; and (b) in all other cases, that his or her conduct was not opposed to the best interests of the Corporation. (3) in the case of any criminal proceeding,had no reasonable cause to believe that his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, or itself, create a presumption that such person failed to satisfy the standard contained in this paragraph C. BYLAWS OF LENA POPE HOME,INC. Page 9 D. A determination that the standard of paragraph C above has been satisfied must be made: (1) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceedings; or (2) if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or (3) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraphs (1) or (2) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors. E. Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified b subparagraph D(3) above for the selection of special legal counsel. F. The Corporation may reimburse or pay in advance any reasonable expenses(including court costs and attorneys' fees) which may become subject to indemnification under paragraphs A through E above,but only in accordance with the provisions as stated in paragraph D above,and only after the person to receive the payment (i) signs a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under paragraph C, and (ii)undertakes in writing to repay such advances unless it is ultimately determined that such person is entitled to indemnification by Corporation. The written undertaking required by this paragraph must be an unlimited general obligation of the director but need not be secured. It may be accepted without reference to financial ability to make repayment. G. The indemnification provided by paragraphs A through E above will not be exclusive of any other rights to which a person may be entitled by law, bylaw, agreement, vote of members or disinterested directors, or otherwise. H. The indemnification and advance payment provided by paragraphs Athrough F above will continue as to a person who has ceased to hold a position named in paragraph A above and will inure to such person's heirs, executors, and administrators. I. The Corporation may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph A above against any liability incurred by such person in any such position, or arising out of such person's status as such, whether or not the Corporation would have power to indemnify such person against such liability under paragraphs A through G above. BYLAWS OF LENA POPE HOME,INC. Page 10 J. Indemnification payments and advance payments made under paragraphs A through I above are to be reported in writing to the directors of the Corporation at the next notice or waiver of notice of annual meeting, or within twelve whichever is sooner. ARTICLE VIII-INTERESTED DIRECTORS AND OFFICERS Section 8:1 -General Rule: If Section 8:2 below is satisfied,no contract or other transaction between the Corporation and any of its directors or officers(or any Corporation or firm in which any of them is directly or indirectly interested)will be invalid solely because of this relationship or because of the presence of such director or officer at the meeting authorizing such contract or transaction of such person's participation in such meeting or authorization. Section 8:2 -Limitation: Section 8:1 above will apply only if: A. The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board of Directors or a committee of the Board; or B. The material facts of the relationship or interest of each such director or officer are known or disclosed to the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote. Section 8:3: -Non-Invalidation: The provisions contained in Sections 8:1 and 8:2 above may not be construed to invalidate a contract or transaction which would be valid in the absence of such provision. ARTICLE IX - ORGANIZATION'S ASSETS Section 9:1 - Dissolution Clause: Upon dissolution of the Corporation or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation to the Lena Pope Foundation,Inc., a Texas nonprofit corporation, if at such time the Lena Pope Foundation, Inc. qualifies as an exempt organization under Section 501(c)(3) of the Code. In the event the Lena Pope Foundation, Inc. does not qualify as such, the Corporation's assets shall be disposed of exclusively for the purposes of the Corporation in. such manner or to such other organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3)of the Code, as the Board of Directors shall determine. ARTICLE X- MISCELLANEOUS PROVISIONS Section 10:1 - Books and Records: The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings ofits members,Board ofDirectors, BYLAWS OF LENA POPE HOME,INC. Page I I r and committees, which have any of the authority of the Board, and shall keep these books, records, and minutes at the registered office along with a record giving the names and addresses of its members. Section 10:2 —Fiscal Year: The fiscal year of the Corporation shall begin on the first day of September and end on the last day of August of each year, or as otherwise shall be determined by resolution of the Board of Directors. Section 10:3 — Seal: The Corporation shall have a corporation seal which shall be in the form of a circle, upon which is inscribed the words, "Corporate Seal of the Lena Pope Home, Inc." Section 10:4 — Waiver of Notice: Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of Texas or under the provisions of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI—AMENDMENT TO THE BYLAWS The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by two-thirds of the members of the Board of Directors present at any annual or special meeting if at least ten day's prior written notice to said meeting is given of such intention to alter, amend, or repeal these Bylaws. The change shall become effective immediately. Approved by the Board of Directors at its regularly scheduled meeting on September 30, 2003. LENA POPE HOME,INC. J ie Kleberg, Preside Stewart Henderson BYLAWS OF LENA POPE HOME,INC. Page 12 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/21/2004 DATE: Tuesday, September 21, 2004 LOG NAME: 50WRAPAROUND REFERENCE NO.: **C-20286 SUBJECT: Execute Annual Professional Services Contracts for Wraparound Facilitators 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 contracts for sixteen Wraparound facilitators with seven agencies for emotionally disturbed children residing in the City of Fort Worth to begin September 30, 2004, and expire September 29, 2005, with options to renew for three one-year periods contingent upon receipt of third year funding for this grant. 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. To increase the current capacity of eight Wraparound facilitators, Community Solutions is requesting an additional eight Full Time Equivalents (FTEs). Community Solutions intends to contract with the following qualified agencies to serve as Wraparound Facilitators for local families. They aim to serve 160 children and their families. A Request For Proposal (RFP) process resulted in evaluation and interview of the eight agencies who responded. Based on proposals received four agencies who were already providing services, will receive funds for one additional Wraparound facilitator and two new agencies will receive funds for two Wraparound facilitators each. A complete proposal matrix is attached. All funds for these contracts 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). Current Agency Current FTE5 Additional FTEs Budgeted Amount All Church Home 2 1 $177,916.00 Catholic Charities 2 1 $156,927.00 Lena Pope Home 2 1 $203,828.00 MHMR 1 1 $98,481.77 The Parenting Center 1 0 $64,523.00 Logname: 50WRAPAROUND Page 1 of 2 New Agency Current FTEs Additional FTEs Budgeted Amount Santa Fe Adolescent Services 0 2 $124,289.00 The Bridge Youth and Family Services 0 2 $119,658.00 GRAND TOTAL $945,622.77 RENEWAL OPTIONS - These contracts may be renewed by the City Manager for up to three successive one-year terms at the City's option provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. PROPOSAL ADVERTISEMENT - This bid was advertised in the Commercial Recorder on June 9 and June 16, 2004. Twenty-four agencies were contacted and eight responses were received. PROPOSAL MATRIX -see attached. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because services are from sources where subcontracting opportunities are negligible. 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 $945.622.77 Submitted for City Manager's Office by_: Joe Paniagua (6191) Originating Department Head: Daniel Reimer (7201) Additional Information Contact: Sherwin Daryani (8568) Logname: 50WRAPAROUND Page 2 of 2 d Community Solutions Grading Summaries for Wraparound Proposals Total Project Innovation Sustainability Increased Cost Benefit Total Comments Proposer Possible Goals Sustainability* Overall Score Score Catholic Charities 1100 217 216 304 107 198 1042 Very strong proposal. 1 FTE Innovative ideas. Will seek Spanish-speaking employee. The Bridge 1100 219 187 400 210 1016 Very strong proposal. Well 2 FTE researched. Strong agency commitment. All Church Home 1100 220 215 300 110 152 997 Lacks cost benefit section. I FTE Strong sustainability component. Strong support for the Faith-Based Initiative. Lena Pope Home 1100 212 183 305 99 194 993 Innovation section weak. 1 FTE Strong sustainability component. Split btwn 2 staff Santa Fe Adolescent 1100 196 217 373 196 982 Strong proposal. Cost benefit Services 2 FTE section week but overall good effort. Bilingual. MHMR 1100 215 174 276 97 182 944 Strong proposal. Streamline 1 FTE agency forms. Family involvement. 1 FT or 2 PT? The Parenting 1100 190 148 261 82 185 866 Lacks innovation and increased Center No sustainability efforts. Relies award too heavily on 1 program vs. system integration. Women's Haven 1100 160 146 260 160 729 Lacks innovation and effective No sustainability efforts. Would award like to see more integration of philosophy into existing operations. Proposals were reviewed and graded by the Community Solutions Advisory Board,consisting of 11 members. Scores are totals,combining individual scores into overall scores. Increased sustainability was required only for those agencies currently contracted who were requesting additional staff. In this case,there was a total of 30 points available for 'sustairiability and 10 paints available for'increased sustainability. For new proposers,there were 40 points available for'sustainability'and they were not graded for'increased sustainability efforts.