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1997-271NOTE Amended by Ordinance No. 97-338. 7/ ORDINANCE NO LC-f/) 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 PROVID1NO FOR AN EFFECTIVE DATE WHEREAS, the City has sohmted, received and tabulated competat~ve b~ds for the purchase of necessary materials, eqmpment, supphes or servxces ~n accordance wxth the procedures of STATE law and C~ty ordxnances, and WHEREAS, the C~ty Manager or a demgnated employee has reviewed and recommended that the hereto described b~ds are the lowest responmble bxds for the materials, eqmpment, supphes or services as shown :n the "B~d Proposals" submxtted therefore, and I~rlEREAS, the C~ty Counml has prowded xn the C~ty Budget for the appropna'aon of funds to be used for the purchase of the materials, eqmpmem, supphes or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECIIONA That the nmnbered xtems m the followxng numbered bids for matermls, eqmpment, supphes, or services, shown ;n the "Bxd Proposals" attached hereto, are hereby accepted and approved as being the lowest msponmble b~ds for such hems BID ITEM ~ NO V~,iSID_O R AMOI rbJT 2099 ALL TWU C A R E S $20,000 00 SECIiO2CII That by the acceptance and approval of the above numbered xtems of the submitted b~ds, the Ctty accepts the offer of the persons submxttmg the bxds for such xtems and agrees to purchase the materials, eqmpment, supphes or services ~n accordance wxth the terms, spemficatmns, standards, quantmes and for the spemfied sums contmned xn the B~d Invltatxons, B~d Proposals, and related documents SECTION III That should the C~ty and persons subm~ttxng approved and accepted xtems and of the submxtted b~ds rash to enter xnto a formal written agreement as a result of the acceptance, approval, and awarding of the bxds, the Cxty Manager or h~s demgnated representatave xs hereby authorized to execute the written contract which shall be attached hereto, provxded that the written contract m m accordance wxth the terms, condmons, specfficatxons, standards, quanmxes and specified sums contmned m the B~d Proposal and related documents herren approved and accepted SECTION IV That by the aeceptance and approval of the above numbered items of the submitted b~ds, the C~ty Council hereby authorizes the expenditure of funds therefor ~n the amount and in accordance w~th the approved btds or pursuant to a written contract made pursuant thereto as authorized herem SECTION V That ttns ordinance shall become effective ~mmed~ately upon 1ts passage and approval PASSED AND APPROVEDthls ~'~ day of (~t_~, ,1997 JAC~ ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY DATE SEPTEMBER 9, 1997 CITY COUNCIL REPORT 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 ~: We recommend this hid be awarded to the single respondent, TWU C A R E S, In the amount of $20,000 O0 SUMMARY: This hid ~s for a licensed health care provider for the medically underserved 51% or more of the partlctpants 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 chrome illnesses and education on healthful bfestyles In addition the program must provide for a safe and approprmte environment for service prowslons pROGRAMS; DEPARTMENTS OR GROUPS AFFECTED. TWU C A R E S, CDBG Division and C~ty of Denton residents utilizing the program ~ Funds for this program will be taken from 1996/97 budget funds Account #219-05F- CDFN-8502 Respectfully submitted Kath~_.uBo~ Asslstant-Clt.~ Manager of Finance Approved Name Tom D Shaw, C P M 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.) Thls Contract is made and entered mnto by and between the City of Denton, A Texas munmcmpal corporatmon, acting by and through its City Manager, pursuant to ordInance, heremnafter referred to as CITY, and Texas Woman's University and/or TWU C A R E S heremnafter referred to as CONTRACTOR, provmded, however, Texas Woman's Unmversmty wmll remamn fully lmable for assurmng that all of the oblmgatmons of thms agreement are fulfmlled TWU C A R E S ms a subdmvzsmon of Texas Woman's Unmversmty and thms agreement ms bzndmng on TWU C A R E S and Texas Woman's Unlversmty WHEREAS, CITY has recemved certain funds from the U S Department of Housing and Urban Development under Tmtle I of the Housmng and CommunIty Development Act of 1974, as amended, and, WHEREAS, CITY has adopted a budget for such funds and mncluded theremn an authormzed budget for expenditures of funds to Texas Woman's Unmversmty which sponsors a health clmnmc, and, WHEREAS, CITY has designated the Communmty Development Offmce as the division responsmble for the adraln~stratlon of this contract and all matters pertamnmng thereto, and, WHEREAS, CITY and CONTRACTOR are local governmental entmt~es and wmsh to contract for governmental services (health services) mn accordance with the Interlocal CooperatIon Act, TEX GOV'T CODE ch 791, and, WHEREAS, the governmng body of each party has approved th~s Agreement and each party ms authorized to perform the services set forth here~n, and, WHEREAS, CITY wmshes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the partzes hereto agree, and by the executmon hereof are bound to the mutual oblmgatmons and to the performance and accomplmshment of the condztmons hereinafter descrmbed I. TERM Thms contract and agreement shall commence on or as of October 1, 1997 and shall terminate on September 30, 1999 unless extended as provmded heremn 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- lng 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 project 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, subject 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 t~me 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 whmch (a) has been pamd, remmbursed or ms subject to payment or reimbursement, from any other source, (b) was incurred prior to the begmnnmng date, or after the endmng date speclfmed in Sectmon I, (c) ms not mn strmct accordance with the terms of thms Contract, including all exhibits attached hereto, (d) has not been billed to CITY wmthln thirty (30) calendar days following bmlllng to CONTRAC- TOR, or termmnatlon of the Contract, whmchever date ms earlmer, (e) ms not an allowable cost as defmned by Sectmon XI of this Contract or the project budget (4) CITY shall not be lmable for any cost or portion thereof which is incurred wlth respect to any actmvmty of CONTP~tCTOR requiring prmor wrmtten authorization from CITY, or after CITY has requested that CONTRACTOR furnish data concern- lng such actmon prmor to proceeding further, unless and untml CITY advmses CONTRACTOR to proceed (5) CITY shall not be oblmgated or lmable under thms Contract to any party other than CONTRACTOR for payment of any monmes or provmslon of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to thms Contract are funds whmch have been made avamlable to CITY by the Federal Government (U S Department of Housmng and Urban Development) under the Housing and Community Development Act of 1974, as amended, mn accordance with an approved Grant Application and specmflc assurances Accordmngly, CONTRACTOR assures and certmfmes that mt will comply wmth the requmrements of the Housing and Community Development Act of 1974 (P L 93-383) as amended and with regulations promulgated thereunder, and codlfmed at 24 CFR 570 The foregoing is mn no way meant to constmtute a complete compilation of all duties mmposed upon CONTRACTOR by law or admmnmstratmve rulmng, or to narrow the standards whmch 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, 1t shall comply with them, or not~fy CITY, as provided in Section XXIII of this Contract CONTRACTOR agrees to abide by the conditions of and comply with the requlrements of the Office of Management and Budget Circulars Nos A-il0 and A-122 B CONTRACTOR shall comply wlth 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 ~nto 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 ~f there is a d~spute as to the legal authority of elther CONTRACTOR or the person signing the Contract to enter into th~s Contract CONTRACTOR ~s l~able to CITY for any money it has received from CITY for performance of the provisions of th~s Contract if CITY has suspended or terminated this Contract for the reasons enumerated 1n th~s 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. PERFORMANCE 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 ancorporated 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 PAGE 4 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 w~ll pay these funds on a reimbursement basis to the CONTRACTOR w~thln twenty days after CITY has received supporting documentation CITY shall not pay in any three month per~od 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 th~s Contract, or (3) is not supported by adequate documentation to fully ]ustlfy 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 d~sallowed 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 reapproprlate 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 ~nvo~ce requestzng reimbursement of funds under th~s Contract, within f~fteen (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 C~ty 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 Ail ~nformat~on, 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 f~nanclal 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 w~th 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 per~od of time that payment may be made hereunder PAGE 6 and so long as any payments remain unllquldated, 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 1ts 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 INFOP~(ATION 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 ~ 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 Ob3ectlves, 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 ~or 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 fsve (5) working days of receipt by CONTRAC- TOR PAGE 9 XVe INSURANCE A Ail 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 appomnted as a member of Its governmng body B CONTRACTOR further covenants that no member of its governmng body or its staff, subcontractors or employees shall possess any mnterest in or use his posmtlon for a purpose that ms or gmves the appearance of bemng motivated by desire for private gamn for himself, or others, partmcularly those wmth whmch he has family, busmness, or other tmes C No officer, member, or employee of CITY and no member of its governing body who exercmses any function or responslbmlmtmes in the revmew or approval of the undertakmng or carrymng out of PAGE 10 thms Contract shall (1) partlcmpate mn any decision relating to the Contract which affects hms personal interest or the mnterest mn any corporation, partnership, or assocmatlon in whmch he has dmrect or indirect interest, or (2) have any interest, direct or mndmrect, mn this Contract or the proceeds thereof XIX. NEPOTISM CONTRACTOR shall not employ mn any pamd capacity any person who is a member of the mmmedlate family of any person who currently employed by CONTRACTOR, or ms a meu~er of CONTRACTOR's governing board The term "me~ber of immediate family" includes wife, husband, son, daughter, mother, father, brother, smster in-laws, aunt, uncle, nephew, niece, step-parent, step-chmld half-brother and half-smster XX. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall mnvolve and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity {including, but not llmmted to, an activity to further the electmon or defeat of any candidate for publmc offmce) or any actmvmty undertaken to influence the passage, defeat or fmnal 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 applmed directly or mndmrectly to the constructmon, operation, maintenance or admmn~stratlon, or be utllmzed so as to benefit mn any manner any sectarian or relmg~ous facility or actmvmty XXI. PUBLICITY A Where such actmon ms appropriate, CONTRACTOR shall pub- llclze the actmvmtles conducted by CONTRACTOR under this Contract In any news release, sign, brochure, or other advertising medium, dmssemlnatmng information prepared or distributed by or for CONTRACTOR, mention shall be made of the U S Department of Housmng and Urban Development's Community Development Block Grant Program funding through the City of Denton havmng made the project possmble B All publmshed material and wrmtten reports submitted under thms project must be orlglnally developed material unless otherwise specifically provided mn this Contract When material not originally developed ms mncluded in a report, the report shall mdentlfy the source mn the body of the report or by footnote Thms provision is applicable when the material is mn a verbatim or extensive paraphrase format PAGE 11 Ail 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 XXIIo 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 CONTP3%CTOR, together w~th 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 AMENDMENTS 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 s~gnlflcantly 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 dec,sion 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 termlnat~on 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 ~n 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 9erson(s), firm, corporation or other entity against CONTRACTOR, which may invoke this agreement, CONTRACTOR shall g~ve written notice thereof to CITY w~thln 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, su~t 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 tyge 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 mall XXVIII MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest there~n, 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 th~s Contract is held to be ~nval~d, 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 prejudice any r~ght, 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 Th~s Contract, together with referenced exhibits and attachments, constitutes the entire agreement between the part~es hereto, and any prior agreement, assertion, statement, understand- lng 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 th~s Contract, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and ~f appropriate, recorded as an amendment of th~s 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 partles and address set for below TO CITY TO CONTRACTOR C~ty Manager Brenda Floyd C~ty of Denton Vice President for Finance and 215 E. McKlnney St Administration Denton, Texas 76201 Texas Woman's University Denton, Texas 76204 F It ls expressly understood and agreed by both parties hereto that CITY is contracting w~th CONTRACTOR as an ~ndependent contractor G This Contract shall be interpreted ~n accordance w~th the laws of the State of Texas and venue of any l~t~gat~on concerning this Agreement shall be in a court competent 3urlsd~ctlon sitting in Denton County, Texas IS WITNESS OF~HICH this Agreement l%as been executed on th~s the ~'~ day of ~, 199 ~ CITY OF DENTON TEXAS WOMAN'S UNIVERSITY AND TWU C A R E S TED BENAVIDES BRS~qDA FLOYD / ~ CITY MANAGER VICE PRESIDENT FOR FINANCE AND ADMINISTRATION ON BEHALF OF TWU C A R E S ~ TEXAS WOMAN'S UNIVERSITY PAGE 15 ATTEST ATTEST JENNIFER WALTERS, CITY SECRETARY SECRETARY APPROVED AS TO LEGAL FORM HERBERT PROUTY, CITY ATTORNEY PAGE 16 EXHIBIT "A" WORK STATEMENT TWU C A R E S TWU C A R E S aS a non-profat Health Center provadlng primary care servaces to the medacally underserved populataons of the Caty and County of Denton regardless of their poverty ratang These services are not limited to medical specialty or age groups but serve and~vaduals across the lafe span TWU C A R E S is a nurse managed center that receives ars dIrection and authority from the College of Nursing at TWU and its responsabalaty and accountab~laty from the Board of Nurse Examaners of the State of Texas These pramary care services are provaded an collaborataon with members of the health care communaty and affllaate agencaes servang lake populations wlthan Denton County PAGE 17 EXHIBIT "B" BUDGET TWU CARES Staff Salaries $14,000 Wages 3,000 Benefits 2,500 M&O 500 Totals $20,000 PAGE 18 ORDINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGI~R 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 ~ That the City Manager ts hereby authorized to execute an amendment to the Agreement between the Ctty 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 tn the form of the attached Agreement which ~s tncorporated as a part of this ordinance as ff written word for word hereto ~LTI.O.I~[_!L That the contract term as provided in the Agreement ~s hereby authorized ~ That thts ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the/_~ day of /~/~/~/~/'-, 1997 ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO AGREEMENT BETWEEN CITY OF DENTON AND THE DENTON HOUSING AUTHORITY This Ftrst Amendment to that certmn 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 &that agreement from ten (10) to two (2) years, NOW, THEREFORE, it is agreed by and between the part~es hereto as follows I That Section I "Term" of the B~se 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 remmn in full force and effect IN WITNESS WHEREOF, this First Amendment has been executed on this the day of ~~_, 1997 CITY OF DENTON TED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY DENTON HOUSING AUTHORITY ATTEST SECRETARY Page 2