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HomeMy WebLinkAboutContract 30797 CITY SECRETARY CONTRACT NO. Q 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 Parenting Center as an agency doing business in Texas, hereinafter called "Contractor", acting herein by and through —66 r ba, rpt LQ rn set-is its duly authorized 1. Scope of Services. In accordance with the highest professional standards,Contractor agrees to provide the services of one Wraparound Facilitator 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 $64,523. 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 contingencies Mental Health Contract CRP09.21.04v1 7�o n.�:VU��JUf II�G�Ia 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(3 0)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 ;f CRP09.21.04vl 2 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 _. Mental Health Contract CRP09.21.04vl 3 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 CRP09.21.04v1 4 0 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 CRP09.21.04v1 5 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. 2 zr Mental Health Contract CRP09.21.04v l 6 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 CRP09.21.04vl 7 �lj EXECUTED on this, the day of , 20 d THE PARENTING CENTER CITY OF FO WORTH i Joe Pi a TITLE: L=xe� vee �',`r rv-� Assis nt ity ML ager Attest: Approved as form and legality ftA A& 0 kw— Pvu Marty Hendrix Assistanitity Attorney City Secretary contract Authorizdolt Mental Health Contract o CRP09.21.04vl g �.�� U ISI,• 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. f. 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 CRP09.21.04vt 9 • 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 1;[- �� �I t 'tir1'1'vJ-. CRP09.21.04vl 10 TY 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 CRP09.21.04v1 z .. 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.warrenafortworthgov.orrg. 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 Grou , Mental Health Contract CRP09.21.04v 1 12 Iia 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 1 CR P09.21.04v 1 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. CRP09.21.04v1 14 CERTFICATE OF THE SECRETARY The undersigned, Secretary of The Parenting Center, a Texas non-profit corporation (the "Corporation"), hereby certifies that; 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 "A" and "B", respectively; 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 Si na Robin Hamilton President Brent Davis Secretary/Treasurer IN WITNESS WEREOF I have hereunto affixed my name as Secretary, this 29th day of September 2004. Secretary/Treasurer PAC—AM( NC+1 , E OF w I � Thr s' tatr of Ems Secretttr� of ,'$tatr CERTIFICATE OF AMENDMENT FOR THE PARENTING CENTER FORMERLY THE PARENTING GUIDANCE CENTERS INC. CHARTER NUMBER 00361Z74 THE UNDERSIGNED9 AS SECRETAkY OF STATE OF THE STATE OF TEXAS , riEPEBY C.:RTIFIES THAT THE ATTACHED .ARTICLES OF AMENDMENT FOR THE A30VE NAMED ENTITY HAVE BEEN i2cCEIVED IN THIS OFFICE AND ARE FOUND TO CuNFOPM TO LAW. ACCORDINGLY ThE UNDERSIGNED9 AS SECRETARY OF STATE, AND BY VIRTUE OF This AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERT I FI CATE OF AMENOME,NT . DATED OCT. 6 , 1991 EFFECTIVE OCT. 69 19y7 00, l Antonio O.Garza,Jr., Secretary of State FILED ARTICLES OF AMENDMENT Secretary of State of Texas OF OCT 0 01997 THE PARENTING GUIDANCE CENTER, INC. Corporations Section The Parenting Guidance Center, Inc., a Texas nonprofit corporation subject to the Texas Non-Profit Corporation Act, has adopted the amendment to its Articles of Incorporation filed on May 14, 1975, as stated in these Articles of Amendment. ARTICLE ONE NAME The Corporation's name is The Parenting Guidance Center, Inc. ARTICLE TWO SUBSTANCE OF AMENDMENT Article One of the Articles of Incorporation is amended to read as follows: "The name of the corporation is The Parenting Center." Article Six of the Articles of Incorporation is amended to read as follows: "The number of directors constituting the initial board of directors is three (3). The number of directors shall never be less than three (3) nor greater than twenty-eight (28). The names and addresses of the persons who are to serve as the initial directors are: Beverly Smith 100 Williamsburg Lane Fort Worth, Texas 76107 Martine Ginsburg 3860 Bellaire Circle Fort Worth, Texas 76109 Edward G. Stocker Continental National Bank P.O. Box 910 Fort Worth, Texas 76101" ARTICLE THREE PROCEDURE USED IN ADOPTING AMENDMENT The amendment was adopted as follows: The Corporation has no members entitled to vote on these Articles of Amendment. The Amendment of Article One of the Articles of Incorporation changing the name of the Corporation was adopted at a meeting of the Board of Directors held on June 25, 1997. The amendment received a vote of the majority of the directors in office. The amendment of Article Six of the Articles of Incorporation changing the number of directors of the Corporation was adopted at meetings of the ]Board of Directors held on August 18, 1982, and May 31, 1989. The amendment received a vote of the majority of the directors in office. I am an officer of the orporation and I execute these Articles of Amendment on the Corporation's behalf on o2 , 1997. THE PARENTING CENTER � 1 By: P sident -2- r the ,state of Texas cs, ecreturg of Mate LEPTIFICATE OF FILING OF ARIICLES OF INCORPORAT1UN FUR THE PA12Li4T1rIG GUIUANCE CEri%ko 114v CHARTER No• 361274 THE AS SECRETARY OF STATE uF THE STATE OF 'TEXAS/ HLREBY CERTicicS THAI DJPLICATE ORIGINALS OF THE ATTACHED FOR THE ABOVE. DULY :.lG'jEU A110 VERIFIED) HAVE. BEE14 RECEIVED IN THIS OFFICE f�.4U kRE FUUN.) Ti CwWURti TO LAU- aCCORUINGLY THE U'•!OFRSIGNED, AS SUCH SECRETARY OF STATE• AND BY VIRTUE OF THE. oWTHOKITY VESTED 1W HIM BY LAW4 HEREBY ISSUES THIS CLRTIFICArE :• 1U ATTHLHES HERETU THF UUPLILATE ORIGINAL. DAT'f=U ;IAY• � ia. 197. 5 IE Secretary of State e "0 �! ,, C� TH K 11Lli11 ,•: In the 011•ice of tlio Secretary of State of Texas MAY 1975 Deputy Director,Corporation Division ARTICLES OF INCORPORATION OF THE PARENTING GUIDANCE CENTER, INC. We, J. HOLT SMITH, BEVERLY SMITH, and KENNETH M. HORWITZ, �.r-. the undersigned natural persons of the age of twenty-one (21) years or more, two of whom are citizens of the State of Texas, acting as incorporators of a corporation under. the Texas Non-profit ":.. Corporation Act, do hereby adopt the following Articles of Incor- poration for such corporation: ARTICLE I The name of the corporation is The Parenting Guidance 4•r Center, Inc. Yr ARTICLE II The corporation is a non-profit corporation. P P P ARTICLE III i;`l�I•.; The period of its duration is perpetual. ARTICLE IV �1•t .SIN The purposes and objectives of the corporation are as follows: is 1. To provide guidance and counseling relating to the -' roles and techniques of being a parent and relating to develop- ment of normal family relationships. 2. To assist in the education relating to normal family relationships, both in the public schools and in maternity wards of hospitals. '`! 3. To coordinate efforts relating to the problem of child abuse and neglect. c, ; 4. To promote research with respect to modes of treat- '4_ :Y 1 ,• '. fir ,. ment of parents in the development of normal family relationships. F�• 5. To provide publicity for the education of the public i"',r`• ` to encourage the prevention of child abuse and neglect and to 4- increaseublic awareness of the P problem of child abuse and neglect. i , 6. To promote other charitable, religious, scientific, literary or educational purposes including the prevention of cruelty to children or animals. ARTICLE V The street address of the initial registered office of the corporation is 100 Williamsburg Lane, Fort Worth, Texas 76107, and the name of its initial registered agent at such address is Beverly Smith. ARTICLE VI The number of directors constituting the initial board of directors is three (3) . The number of directors• shall never be less than three (3) nor greater than twenty-five (25) . The names and addresses of the persons who are to serve as the ini- tial directors are: Beverly Smith 100 Williamsburg Lane Fort Worth, Texas 76107 Martine Ginsburg 3860 Bellaire Circle Fort Worth, Texas 76109 Edward G. Stocker Continental National Bank P. O. Box 910 Fort Worth, Texas 76101 ARTICLE VII The names and address of each incorporator is: J. Holt Smith 2900 Continental National Bank Building Fort Worth, Texas 76102 Beverly Smith 100 Williamsburg Lane Fort Worth, Texas 76107 Kenneth M. Horwitz 2900 Continental National Bank Building Fort Worth, Texas 76102 ARTICLE VIII This corporation shall have the power to own property, both real and personal, to acquire title thereto by gift, pur- chase or otherwise; to hold, use, improve, sell, lease, pledge, mortgage, convey or otherwise dispose of the same; to accept gifts, devises and bequests; to accept donations, to solicit subscriptions for or pledges of money and other property; to -2- invest and reinvest monies and properties which may come into its hands; and to do and perform all manner and kind of things and acts as may now or thereafter be provided by the laws of the State of Texas concerning or pertaining to corporations of this nature; provided that the property of this corporation shall always be held in trust and used solely for the purposes set forth in Article IV hereof. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers, members, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV hereof. (A) No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the corporation shall not carry on other activities not permitted to be carried on (a) by a corpora- tion exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future .United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Sections 170, 2055, and 2522, of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) . (B) The corporate properties, the revenue therefrom, and any accretions thereto, shall be, and hereby are, dedicated to and shall be used exclusively for, the purposes for which the corporation was created; but no one dealing with the corporation shall ever be under any duty or obligation to see that any of its funds or properties are so used or shall ever be or become in any wise liable for any failure of this corporation to so use its funds or properties. -3- (C) Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the pay- ment 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 such other organization or organizations, as the Board of Directors shall determine, or organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at that time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) . (D) This corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, shall not retain any excess business holdings as defined in Section 4943(c) of the Code which would subject the corporation to tax under section 4943 of the Code, shall not make any investments which would subject the corporation to tax under Section 4944 of the Code, and shall not make any taxable expendi- tures as defined in Section 4945(d) of the Code. The corporation shall make distributions at such time and in such manner so as not to subject the corporation to tax under Section 4942 of the Code. ARTICLE IX The corporation is to have only one class of members, and their rights shall be set forth in the Bylaws of the corpora- tion. The designation, manner of election or appointment of directors and officers, and the qualifications of same shall be as set forth in the Bylaws of the corporation. �11��IN WITNESS WHEREOF, we have hereunto set our hands this Z276i1_ day of q97 l�J OLT LITH BEVERLY-SMITH KENNETH M. HOIRWITZ -4- THE STATE OF TEXAS § COUNTY OF TARRANT § I, «`lE"-rA`i F[ATIUMSTUN , Notary Public, do hereby certify that on this Z2,:�Z.day of , 1975, PY FP H personally appeared J. HOLT SMITH, BEVERLY SMITand KENNETH M. HORWITZ, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true. Notdky Ptp lic in and for Tarrant County, Texas -5- BYLAWS OF THE PARENTING CENTER ARTICLE I Name and Principal Office Section 1. Name. The name of this non-profit corporation shall be THE PARENTING CENTER. Section 2. Principal Office and Branch Offices. The principal office of the corporation in the State of Texas shall be located in the City of Fort Worth, County of Tarrant. The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time. Section 3. Registered Office. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be,but need not be, identical with the principal office in the State of Texas. The address of the registered office or agent or both may be changed from time to time by the Board of Directors of the Corporation upon filing in the office of the Secretary of State of the State of Texas the written notice prescribed by law. ARTICLE II P ose Section 1. The purpose and objects of this non-profit organization shall be: a. To prevent child abuse and neglect by providing opportunities for Tarrant County residents to acquire the attitudes, knowledge, and skills necessary to perform the role and functions of parents. Special attention shall be given to abusive and neglectful parents and their children, and to coordinate community efforts in the treatment of the problem of child abuse and neglect. b. To provide community-wide education, promote positive parenting, encourage the prevention of child abuse and neglect and to increase public awareness of the problem of child abuse and neglect. C. To provide community-wide guidance and counseling relating to the roles and techniques of being a parent and relating to development of healthy family relationships; and to assist in education and research relating to healthy family relationships in order to develop new modes of treatment when possible. Section 2. This corporation shall be non-political and non-profit. This organization shall be, and is, incorporated as a non-profit corporation under the laws of the State of Texas. ARTICLE III Membership and Meetings Section 1. General Powers. The corporation shall have no members. The Board of Directors shall have power to conduct, manage, and control the property and business of the corporation. The Board of Directors shall make rules and regulations for governing and for promoting and advancing the objectives of the corporation and for guiding the officers thereof, and shall safeguard the funds and other property of this corporation and direct all expenditures and disbursements. They shall employ any necessary staff or assistance to ensure the proper functioning of the corporation and specify the duties of such persons. Section 2. Number,Tenure, and Qualifications. The number of the directors shall not be more than twenty-eight (28) voting members and the original directors shall be those specified in the Articles of Incorporation. The chairman of the Volunteer Advisory Board and the president of the Friends of Families shall serve as ex-officio members. No member shall be eligible to serve as a director for more than six (6) consecutive years,but may be reelected after the expiration of at least one year from the end of his or her last term. The regular term of office for a director shall be three(3)years. However, a director elected to fill an unexpired term resulting from a vacancy on the Board may subsequently be elected to serve a term of less than three (3) years. That Board member may serve for up to six (6)consecutive years. No more than one-third of the terms of the directors shall expire in any one year. These By-Laws confirm the staggered terms of the directors established at the Organizational Meeting of the Board. Section 3. Special Representatives. Liaison representatives appointed to The Parenting Center Board of Directors from collaborating groups, in conjunction with the gift of a grant to the Center from such groups,may sit on the Board of Directors at the Board's discretion,but will have no vote. The term of representation shall be one year. The number of such appointments shall be no more than five at any one time. Section 4. Annual Meeting. An annual meeting of the Board of Directors shall be held in the month of November each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. Section 5. Regular and Special Meetiggs. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Any meeting of the Board of Directors shall be conducted pursuant to the current edition of Robert's Rules of Order,Newly Revised. Notice of any special meeting of the Board of Directors shall be given not less than ten (10) days and not more than fifty (50) days prior to the date of said meeting and by direction of the President shall be delivered personally,by fax, email or by regular mail. Section 6. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting or any annual meeting or for any called regular or special meeting. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Texas; but if all of the directors shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 7. Quorum and Vote. A majority of the Directors currently elected and serving shall be a quorum for each meeting. The act of the majority at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 9. Compensation. Directors as such shall not receive any compensation for their services. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Section 10. Indemnification. (1) The Corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a director, officer, agent, or employee of the Association and any person who serves or served at the Association's request as a director, officer, agent, employee or partner 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 provision of indemnification allowed by Article 2.22A of the Texas Non-Profit Corporation Act, then such persons named above shall be indemnified to the full extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act as it may exist from time to time. (2) In case of a threatened or pending suit, action of proceeding (whether civil, criminal, administrative or investigative) against a person named in paragraph (1) above by reason of such person's holding a position named in such paragraph (1), the Association shall indemnify such person if such person satisfies the standard contained in paragraph (3), 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, provided, however, that if the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding. (3) A person named in Paragraph (1) above will be indemnified only if it is determined in accordance with paragraph (4) below that such person: (a) acted in good faith in the transaction which is the subject of the pending, threatened or completed suit; (b) reasonably believed: (i) if acting in his official capacity as director, trustee, officer, agent, or employee of the Association, that his or her conduct was in the best interests of the association; and (ii) in all other cases, that his or her conduct was not opposed to the best interests of the association; and (c) in the case of any criminal proceeding, had no reasonable cause to believe 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, of itself, create a presumption that this person failed to satisfy the standard contained in this paragraph. (4) A determination that the standard of paragraph (3) above has been satisfied must be made: (a) 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 proceeding; or (b) 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 (c) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraphs [(1) and (2)] above, or, if such quorum cannot be obtained and such connnittee cannot be established, by a majority vote of all directors; or (d) by the members in a vote that excludes the vote of directors who are named defendants or respondents in the proceeding. (5) 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, determination as to reasonableness of expenses must be made in the manner specified in subparagraph(4) (c)above for the selection of legal counsel. (6) The Corporation may reimburse or pay in advance any reasonable expenses (including court costs and attorney's fees) which may become subject to indemnification under paragraphs (1) through(5) above,but 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 (3) and undertakes in writing to repay such advances if it is ultimately determined that such person has not met the requirements for indemnification by the Corporation, and (ii) if a determination in accordance with the provisions as stated in paragraph(4) above that the facts then known to those making the determination would not preclude indemnification. The written affirmation required by the paragraph must be an unsecured conditional promissory note of the officer. It may be accepted without reference to financial ability to make repayment. (7) The indemnification provided by paragraphs (1)through (5) above will not be exclusive of any other rights to which a person may be entitled by law, bylaws, agreement, vote of disinterested directors, or otherwise. (8) The indemnification and advance payment provided by paragraph (1) through (6) above will continue as to a person who has ceased to hold a position named in paragraph (1) above and will inure to such person's heirs, executors and administrators. (9) The Association may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph (1) 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 Association would have power to indemnify such person against such liability under paragraphs (1) through (6) above. Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors. Section 12. Records. The Board of Directors shall keep records of their proceedings. Section 13. Paid Executive. The Board of Directors shall have the power to employ an Executive Officer or Secretary and to fix the compensation for such person. Section 14. Attendance. Any director who is absent at three consecutive regularly scheduled meetings of the board without just cause shall be deemed to have resigned. The board may excuse any director from attendance at any one or more board meetings. If a director has extenuating circumstances that will preclude the director from attending meetings for a period of time, that director may request a leave of absence from the Board for up to four months. During the leave of absence the director will be considered inactive and not subject to attendance requirements. Section 15. President's Advisory Council. The Board of Directors may form a President's Advisory Council to advise and assist the president; it shall be composed of all past presidents of the Board of Directors. Section 16. Board Advisory Council. The Board of Directors may form a Board Advisory Council to advise and assist the Board of Directors; it shall be composed of individuals who have been of special service to The Parenting Center. The selection committee for the Board Advisory Council shall be the members of the Board of Directors. ARTICLE IV Officers Section 1. Officers. The officers of the corporation shall be a President, a President-Elect, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. The Nominating Committee shall nominate the incoming President, President-Elect, Secretary and Treasurer. The Nominating Committee shall consist of the members of the Board Development Committee plus the Past President, President and President-Elect. Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds,mortgages,bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. President Elect and Vice President. In the absence of the President or in event of his inability or refusal to act, the President-Elect, acting as a first Vice President, or in the event of his inability or refusal to act, Vice President (or in the event there be more than one Vice President, the vice presidents in order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President--Elect and any Vice President shall perform such other duties as from time to time may be assigned to him by the Board of Directors. The President-Elect shall become President when the term of office of the President expires. Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of ARTICLE VI of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. Section 8. Secre . The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records, keep a register of the post office address of each director which shall be furnished to the Secretary by such Director, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors. ARTICLE V Committees Section 1. Committees of Directors. The Board of Directors may designate and appoint one or more committees, each of which shall consist of two or more directors. Section 2. Executive Committee. Between meetings of the Board of Directors, the Executive Committee shall have the same powers of the Board of Directors to conduct, manage, and control the property and business of the corporation. The Executive Committee shall have the authority to take all actions that the Board of Directors may take if action is required of the Board of Directors before the next scheduled meeting of the Board of Directors. A majority of the Executive Committee shall constitute a quorum and the act of a majority of the members of the committee present at a meeting at which a quorum is present shall be the act of the committee. Any action required to be taken at a meeting of the Executive Committee or any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if the consent in writing, setting forth the actions so taken, shall be signed by all members of the Executive Committee entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as the unanimous vote of the members of such committee. At each regular Board meeting, the Executive Committee shall present a report of its activities and actions since the last Board meeting. Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the directors of the corporation and until his successor is appointed. Section 4. Chairman. One member of each committee shall be appointed chairman by the President of the Board. The Chairman shall bring recommendations to the Board of Directors for action. Section S. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. ARTICLE VI Contracts, Checks,Deposits, and Funds Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidence 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 shall from time to time be determined by resolution of the Board of Directors. Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift,bequest,or devise for the general purposes or for any special purpose of the corporation. ARTICLE VII Endowment Fund Section 1. Establishment of Endowment Fund. The Board may establish an Endowment Fund which shall be known as "The Parenting Center Endowment Fund." The Board shall determine what assets of the Corporation shall initially constitute the Endowment Fund. Thereafter,the Board may from time to time cause to be transferred to the Endowment Fund other assets of the Corporation. After the Endowment Fund is established, gifts, bequests and devises of property, whether real, personal, or mixed, may be made to the Endowment Fund by any person, firm, trust, or corporation; but no gift, bequest, or devise of any such property to The Parenting Center will be accepted if it is conditioned or limited in such a manner as may, in the opinion of the Board, jeopardize the federal income tax exemption of the Corporation under section 501(c) (3) of the Internal Revenue Code of 1986, as now in force or hereafter amended. Section 2. Investment and Management of Endowment Fund. The Endowment Fund shall be invested and reinvested from time to time under the control and supervision of the Board. The Board may: (a) delegate to its committees, officers, or employees, and any other agents, including investment counsel, the authority to act for the Board in investment of the Endowment Fund; (b) contract with independent investment advisors, investment counsel, investment managers, bank, or trust companies to act for the Board in investment of the Endowment Fund; (c) authorize payment of compensation for investment advisory or management services. Section 3. Purposes of Endowment Fund. The Endowment Fund shall at all times be held and operated exclusively for the benefit of the Corporation. Distributions shall be made from the Endowment Fund as hereinafter provided. Irrespective of the restrictions on the distributions from the Endowment Fund,the Endowment Fund shall be a part of the general assets of the Corporation. Section 4. Distributions from Endowment Fund. The Board may appropriate for expenditure, for the uses and purposes for which the Endowment Fund is established, the net income of the Endowment Fund and the net appreciation, realized and unrealized, in the fair market value of the assets of the Endowment Fund over the historic dollar value of the Endowment Fund. Any such appropriated amount may be paid over to an unrestricted account of the Corporation. For purposes of this Section 4, "historic dollar value" means the aggregate fair market value in dollars of. (a)the Endowment Fund at the time it was created; (b)each subsequent donation to the Endowment Fund at the time it is made; (c) each accumulation made pursuant to a direction by a donor at the time the gift is made to the Endowment fund. Section 5. Distributions of Principal. The principal of the Endowment Fund may be paid over to an unrestricted account of the Corporation from time to time only upon the affirmative vote of at least seventy-five percent of the duly elected voting members of the Board. Section 6. Amendment of Article VII and Termination of Fund. This Article VII may be amended, or the Endowment Fund terminated at any time or times upon the affirmative vote of at least seventy-five percent of the duly elected voting members of the Board. An amendment of the provisions of this Section 6 (or any amendment to it)will be valid only if and to the extent that such amendment further restricts the power of the Board to amend this Article VII. Upon termination of the Endowment fund, the assets of the Endowment Fund shall be disposed of as directed by the Board. ARTICLE VIII Power of Board to Borrow Money The Board of Directors shall have full power and authority to borrow moncy whenever in the discretion of the Board the exercise of said power is required in the general interest of the corporation, and in such case the Board of Directors may authorize the proper officers of the corporation to make, execute, and deliver in the name and behalf of the corporation such notes, bonds, and other evidence of indebtedness as said Board shall deem proper, and said Board shall have full power to mortgage the property of the corporation, or any part thereof, as security for such indebtedness. ARTICLE IX Books and Records The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered office or principal office a record giving the names and addresses of the Board of Directors and officers of the corporation. All books and records of the corporation may be inspected by any Board member, or his agent, or attorney for any purpose at any reasonable time. ARTICLE X Fiscal Year The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. ARTICLE XI Waiver of Notice Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XII Amendments to Bylaws At any regular meeting or at any special meeting, these bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors, if at least thirty (30) days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting. Rev.February 25,2004 h:\data\support\policies\bylaws2 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 FTEs 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 M HM R 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 L O 4- O C H •d N 7 O 7 N d N U O L > Y N N 01 '� �_`CL N > d O C C p O O (m V O C d N a N L D! a C4- } a 3 o } i S } c} }(A)p� dW)to L x O Ol p O O -0 L dO •a C C C O LCOC L L a C ON yCy vtaO a 0 L) p C O L 7 m O=CL C O Cp O O_.. 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