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HomeMy WebLinkAbout1997-271NOTE Amended by Ordinance No. 97-338. ORDINANCE NO ?- _-A �71 AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR THE PURCHASE OF MATERIALS, EQUIPMENT, SUPPLIES OR SERVICES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of STATE law and City ordinances, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the 'Bid Proposals" submitted therefore, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the numbered items in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" attached hereto, are hereby accepted and approved as being the lowest responsible bids for such items BID ITEM NUMBER NO VEND -OR AMOUNT 2099 ALL TWU C A R E S $20,000 00 SECTION II That by the acceptance and approval of the above numbered items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents SECTION III That should the City and persons submitting approved and accepted items and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above numbered items of the submitted bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as authorized herein SR .TIC ON V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this / ej day of _ D� , 1997 JACI LLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY - � APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY A-- Q cJ SUP LY ORD DATE SEPTEMBER 9, 1997 TO Mayor and Members of the City Council FROM Kathy DuBose, Assistant City Manager of Finance SUBJECT BID # 2099 -- HEALTH CARE PROGRAM FOR THE MEDICALLY UNDERSERVED RECOMMENDATION: We recommend this bid be awarded to the single respondent, TWU CARES, in the amount of $20,000 00 SUMMARY: This bid is for a licensed healthcare provider for the medically underserved 51 % or more of the participants must meet the low -to -moderate income requirements as set forth in CDBG Regulations and must be residents of the City of Denton The program includes primary care, well child evaluations, health maintenance program, dental care, care of minor chronic illnesses and education on healthful lifestyles In addition the program must provide for a safe and appropriate environment for service provisions PROGRAMS, DEPARTMENTS OR GROIJPS AFFECTED. TWU CARES, CDBG Division and City of Denton residents utilizing the program FISCAL IMPACT: Funds for this program will be taken from 1996/97 budget funds Account #219-05F- CDFN-8502 Respectfully submitted at u o Assistan Ci Manager of Finance Approved Name Tom D Sha—w—,Z7V— Title Purchasing Agent 926 AGENDA STATE OF TEXAS $ COUNTY OF DENTON $ 1997 - 1998 HUMAN SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS WOMAN'S UNIVERSITY (TWU C.A.R.E.S.) This Contract is made and entered into by and between the City of Denton, A Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Texas Woman's University and/or TWU C A R E S , hereinafter referred to as CONTRACTOR, provided, however, Texas Woman's University will remain fully liable for assuring that all of the obligations of this agreement are fulfilled TWU C A R E S is a subdivision of Texas Woman's University and this agreement is binding on TWU C A R E S and Texas Woman's University WHEREAS, CITY has received certain funds from the U S Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended, and, WHEREAS, CITY has adopted a budget for such funds and included therein an authorized budget for expenditures of funds to Texas Woman's University which sponsors a health clinic, and, WHEREAS, CITY has designated the Community Development Office as the division responsible for the administration of this contract and all matters pertaining thereto, and, WHEREAS, CITY and CONTRACTOR are local governmental entities and wish to contract for governmental services (health services) in accordance with the Interlocal Cooperation Act, TEX GOV'T CODE ch 791, and, WHEREAS, the governing body of each party has approved this Agreement and each party is authorized to perform the services set forth herein, and, WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described I. TERM This contract and agreement shall commence on or as of October 1, 1997 and shall terminate on September 30, 1999 unless extended as provided herein II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the perfor- mance of all services and activities, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein CITY will consider CONTRACTOR'S Vice President for Finance and Administration to be CONTRACTOR's representative responsible for the management of all contractual matters pertain- ing hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY The Community Development Administrator, will be CITY's repre- sentative responsible for the administration of this contract III. CITY'S OBLIGATION A Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the pro]ect budget included as a part of Exhibit B Notwithstanding any other provision of the Contract, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $20,000 CITY shall make all payments for the performance of the governmental services set forth herein from current revenues available to it and CONTRACTOR agrees that this amount fairly compensates it for the services performed under this Agreement B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, sub]ect to the limitations and provisions set forth in this Section and Section VII of this Contract (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBG) funds to meet CITY's liabilities under this Contract If adequate funds are not available to make payments under this Contract, CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been determined CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Contract If CDBG funds eligible for use for purposes of this Contract are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Contract (2) It is expressly understood that this Contract in no way obligates the General Fund or any other monies or credits of the City of Denton PAGE 2 (3) CITY shall not be liable for any cost or portion thereof which (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source, (b) was incurred prior to the beginning date, or after the ending date specified in Section I, (c) is not in strict accordance with the terms of this Contract, including all exhibits attached hereto, (d) has not been billed to CITY within thirty (30) calendar days following billing to CONTRAC- TOR, or termination of the Contract, whichever date is earlier, (e) is not an allowable cost as defined by Section XI of this Contract or the project budget (4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of CONTRACTOR requiring prior written authorization from CITY, or after CITY has requested that CONTRACTOR furnish data concern- ing such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obligated or liable under this Contract to any party other than CONTRACTOR for payment of any monies or provision of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to this Contract are funds which have been made available to CITY by the Federal Government (U S Department of Housing and Urban Development) under the Housing and Community Development Act of 1974, as amended, in accordance with an approved Grant Application and specific assurances Accordingly, CONTRACTOR assures and certifies that it will comply with the requirements of the Housing and Community Development Act of 1974 (P L 93-383) as amended and with regulations promulgated thereunder, and codified at 24 CFR 570 The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or administrative ruling, or to narrow the standards which CONTRACTOR must follow PAGE 3 CONTRACTOR further assures and certifies that if the regula- tions and issuances promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section XXIII of this Contract CONTRACTOR agrees to abide by the conditions of and comply with the requirements of the Office of Management and Budget Circulars Nos A-110 and A-122 B CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton V. REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract B The person or persons signing and executing this Contract on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Contract on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Contract if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Contract to enter into this Contract CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Contract if CITY has suspended or terminated this Contract for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Contract will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Contract not been executed VI. BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the WORK STATEMENT, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by lV_'L":8ZA] CITY and in accordance with all other terms, provisions and requirements of this Contract No modifications or alterations may be made in the WORK STATEMENT without the prior written approval of the City's Community Development Coordinator VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $20,000 for services rendered under this Contract CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation CITY shall not pay in any three month period more than twenty-five (25%) percent of the maximum amount specified above Funds are to be expended primarily as shown in the Budget, Exhibit B B. Excess Payment CONTRACTOR shall refund to CITY within ten (10) working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR or, (2) has not been spent strictly in accordance with the terms of this Contract, or (3) is not supported by adequate documentation to fully Dustify the expenditure C. Disallowed Costs Upon termination of the Contract, should any expense or charge for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or monitoring by the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to such federal agency within ten (10) working days of a written notice to CONTRACTOR, which specifies the amount disallowed Refunds of disallowed costs may not be made from these or any other funds received from or through CITY D. Deobligation of Funds In the event that actual expendi- ture rates deviate from CONTRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such under expended funds E. Contract Close Out CONTRACTOR shall submit the Contract close out package to CITY, together with a final expenditure PAGE 5 report, for the time period covered by the last invoice requesting reimbursement of funds under this Contract, within fifteen (15) working days following the close of the Contract period CONTRAC- TOR shall utilize the form agreed upon by CITY and CONTRACTOR At the termination of the Contract, all unexpended (30 days or older) salaries or wages must be returned to CITY in the following format (1) A TWU check for the net aggregate amount payable to the City of Denton, (2) A listing showing the Social Security number, full name, last known complete address and the amount owed to each person involved VIII. WARRANTIES CONTRACTOR represents and warrants that A All information, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR C None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR D CONTRACTOR has the power to enter into this Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Contract Each of these representations and warranties shall be continu- ing and shall be deemed to have been repeated by the submission of each request for payment IX. COVENANTS During the period of time that payment may be made hereunder PAGE 6 and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administration or his authorized representative A Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due B Sell, convey, or lease all or substantial part of its assets C Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser X. ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly specifically in the performance of and in compliance with this Contract and in conformance with the standards and provisions of Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval, even though certain items may appear herein CITY's prior written authorization is required in order for the following to be considered allowable costs (1) Encumbrance or expenditure during any one month period which exceeds one -fifth (1/5) of the total budget as specified in Exhibit B (2) CITY shall not be obligated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Contract (3) Out of town travel (4) Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B (6) Costs or fees for temporary employees or services (7) Any fees or payments for consultant services (8) Fees for attending out of town meetings, seminars or conferences PAGE 7 Written requests for prior approval are CONTRACTOR's responsi- bility and shall be made within sufficient time to permit a thorough review by CITY Contractor must obtain written approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property Any procurement or purchase which may be approved under the terms of this Contract must be conducted in its entirety in accordance with the provisions of this Contract XI. PROGRAM INCOME A For purposes of this Contract, program income means earnings of CONTRACTOR realized from activities resulting from this Contract or from CONTRACTOR's management of funding provided or received hereunder Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract -supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided as a result of this Contract, and payments from clients or third parties for services rendered by CONTRACTOR under this Contract B CONTRACTOR shall include this Section in its entirety in all of its sub -contracts which involve other income -producing services or activities XII. MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Contract, in compliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Contract or any applicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Contract for three years C Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Contract PAGE 8 D At any reasonable time, the CONTRACTOR shall make available to CITY, HUD, or any of their authorized representa- tives, records pertaining to this Agreement and shall permit CITY, HUD, or any of their authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and data requested by said representatives XIII. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Contract CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The benefi- ciary report shall provide a detailed description of client information, including race, income, female head of household The financial report shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section I of this Contract XIV. MONITORING AND EVALUATION A CITY shall perform on -site monitoring of CONTRACTOR's performance under this Contract B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Contract C CONTRACTOR agrees to cooperate fully with CITY in the de- velopment, implementation and maintenance of record -keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff E After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days of receipt by CONTRAC- TOR PAGE 9 XV. INSURANCE A All doctors and nurses providing care to patients shall be required to maintain professional liability coverage of no less than Five Hundred Thousand Dollars ($500,000) to insure the services provided under this contract by such professionals B The policy or policies of insurance shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation of change in the policy at least thirty (30) days prior to such change or cancellation XVI. EQUAL OPPORTUNITY A CONTRACTOR shall comply with the Equal Employment and Affirmative Action Federal provisions B CONTRACTOR shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations C CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations XVII. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination XVIII. CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract CONTRACTOR further covenants that in the performance of this Contract, no person having such interest shall be employed or appointed as a member of its governing body B CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of PAGE 10 this Contract shall (1) participate in any decision relating to the Contract which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Contract or the proceeds thereof XIX. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board The term "member of immediate family" includes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step -child, half-brother and half-sister XX. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or religious facility or activity XXI. PUBLICITY A Where such action is appropriate, CONTRACTOR shall pub- licize the activities conducted by CONTRACTOR under this Contract In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRACTOR, mention shall be made of the U 5 Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Denton having made the project possible B All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Contract When material not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote This provision is applicable when the material is in a verbatim or extensive paraphrase format PAGE 11 All published material submitted under this project shall include the following reference on the front cover or title page This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or Contracts and any responses, inquiries, correspondence and related material submitted by CONTRACTOR, shall become the property of CITY upon receipt XXII. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or submitting any application for funding in accordance with the following procedures A When the application is in the planning stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and proposed use of funds B Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, in writing, within ten (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and contract C CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applica- tions to obtain any federal or private funds under any federal or private program without the prior written consent of CITY XXIII. CHANGES AND AN A Any alterations, additions, or deletions to the terms of this Contract shall be by written amendment executed by both parties, except when the terms of this Contract expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among approved line -items within budget categories set forth in Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Contract In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Contract PAGE 12 C CONTRACTOR will submit revised budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B D It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Contract Any such modifications are to be automatically incorporated into this Contract without written amendment hereto, and shall become a part of the Contract on the effective date specified by the law or regulation E CITY may, from time to time during the term of the Contract, request changes in Exhibit A which may include an increase or decrease in the amount of CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY in writing of any proposed change in physical location for work performed under this Contract at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted XXV. TERMINATION A CITY may terminate this Contract with cause for any of the following reasons (1) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract (2) Termination or reduction of funding by the United States Department of Housing and Urban Development CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination Simultaneous notice of pending termination maybe made to other funding sources specified in Exhibit B B CONTRACTOR may terminate this Contract in whole or in part by written notice to CITY, if a termination of outside PAGE 13 funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, within the limitations of this Contract, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Contract upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Contract C Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Contract CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date XXVI. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against CONTRACTOR, which may invoke this agreement, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being notified of such claim, demand, suit or other action Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person (s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by mail XXVIII MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY B If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Contract consti- tute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or PAGE 14 omission in any manner impair or pre]udice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved No representative or agent of CITY may waive the effect of this provision D This Contract, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing or other commitment antecedent to this Contract, whether written or oral, shall have no force or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Contract, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Contract E For purposes of this Contract, all official communica- tions and notices among the parties shall be deemed made if sent postage paid to the parties and address set for below TO CONTRACTOR City Manager Brenda Floyd City of Denton Vice President for Finance and 215 E. McKinney St Administration Denton, Texas 76201 Texas Woman's University Denton, Texas 76204 F It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor G This Contract shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent 3urisdiction sitting in Denton County, Texas 3�N WITNESS OF HICH this Agreement as been executed on this the (,Ot day of 199 CITY OF DENTON BY /l�dr aGyt�_ TED BENAVIDES CITY MANAGER TEXAS WOMAN'S UNIVERSITY AND TWU C A 'R EE S BY BR A FLOYD VICE PRESIDENT FOR FINANCE AND ADMINISTRATION ON BEHALF OF TWU C A R E S AND TEXAS WOMAN'S UNIVERSITY PAGE 15 ATTEST ATTEST JENNIFER WALTERS, CITY SECRETARY SECRETARY BY BY APPROVED AS TO LEGAL FORM HERBERT PROUTY, CITY ATTORNEY BY F,\.hared\d.pt\W \Ccc.\K\TNE CAKES CONTRACT d c PAGE 16 EXHIBIT " A" WORK STATEMENT TWU CARE S TWU C A R E S is a non-profit Health Center providing primary care services to the medically underserved populations of the City and County of Denton regardless of their poverty rating These services are not limite serve individuals across managed center that rec College of Nursing accountability from the Texas These primary ca with members of the hea serving like populations d to medical specialty or age groups but the life span TWU C A R E S is a nurse eives its direction and authority from the at TWU and its responsibility and Board of Nurse Examiners re services are provided lth care community and a within Denton County of the State of in collaboration ffiliate agencies PAGE 17 EXHIBIT " B" BUDGET TWU CARES Staff Salaries $14,000 Wages 3,000 Benefits 2,500 M&0 500 Totals $20,000 PAGE 18 40 ORDINANCE NO 9 %-11 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON HOUSING AUTHORITY RELATING TO RENOVATIONS TO THE TWU C A R E S HEALTH CLINIC FACILITY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SgTIC ON I• That the City Manager is hereby authorized to execute an amendment to the Agreement between the City of Denton and the Denton Housing Authority relating to renovations of the TWU C A R E S to shorten the term of that Agreement from ten (10) to two (2) years, substantially in the form of the attached Agreement which is incorporated as a part of this ordinance as if written word for word herein SECTION II. That the contract term as provided in the Agreement is hereby authorized SECTION III. That this ordinance shall become effective immediately upon its passage and approval th PASSED AND APPROVED this the / U — day of A19 e der, 1997 JAC LER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPR ED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY P \.hmed` W\L%\D=\ORD\DHA STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF DENTON AND THE DENTON HOUSING AUTHORITY This First Amendment to that certain Agreement between the City of Denton, Texas, a municipal corporation, acting by and through its City Manager (hereinafter referred to as "City"), and the Denton Housing Authority (hereinafter referred to as "Contractor"), said Agreement referred to as "Base Agreement " WITNESSETH WHEREAS, the parties hereto wish to amend the Base Agreement by decreasing the term of that agreement from ten (10) to two (2) years, NOW, THEREFORE, it is agreed by and between the parties hereto as follows That Section I "Term" of the Base Agreement is hereby amended to read as follows This Agreement shall commence on or about July 1, 1997 and shall terminate on June 30, 1999, unless extended or sooner terminated by City Requests for such an extension must be in writing and is to be submitted to City's Community Development Office II That save and except as amended hereby, all the original terms and conditions of the Base Agreement shall remain in full force and effect � SS WHEREOF, this First Amendment has been executed on this the day of t r, 1997 CITY OF DENTON TED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY BY , APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY i' Iw ATTEST P uh.,dWryl\I.DUDM=HA FIMT AMBNDWNT dm DENTON HOUSING AUTHORITY BY agdA Page 2