1995-025 ORDINANCE NO. ~
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
TEXAS WOMAN'S UNIVERSITY TO PROVIDE FUNDING TO TWU CARES, A PRIMARY
HEALTH CARE CLINIC; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT
APPROVING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Council has determined that it is in the best
interest of the citizens of the City to provide public funds to
Texas Woman's University, in consideration of the valuable public
services to be furnished by Texas Woman's University to the City of
Denton in accordance with the Agreement attached hereto; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council hereby approves the "Agree-
ment'' attached hereto, between the City of Denton and Texas Woman's
University to provide funding to TWU Cares, a primary health care
clinic, and authorizes the Mayor to execute said Agreement.
SECTION II. That the City Council authorizes the expenditure
of funds in the manner and amount specified in the Agreement.
SECTION III. That this ordinance shall become effective imme-
diately upon its passage and approval.
PASSED AND APPROVED this the ~" day of ~, 1995.
BOB CASTL~~~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY ~
AP~V~ ~ TO LEGAL FORM:
MIL'IqAEL A. BUCEK, ACTING CITY ATTORNEY
A~RT. EMF~MT BETWEEN ~ CITY OF DENTON
AND TEXAS WOMAN'S DNIVERSiTY (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 (TWU C.A.R.E.S.), Denton, Texas
76204, TWU C.A.R.E.S. hereinafter referred to as CONTRACTOR'.
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 expenditure of funds to Texas
Woman's University which sponsors a health clinic, and;
WHEREAS, CITY has designated the Community Development Office
as ~he division responsible for the administration of this contract
and all matters pertaining thereto, and;
WMEREAS, 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, 1994, and shall terminate on September 30, 1995, unless
extended as provided herein.
II.
RESPONSIBILITIES
CONTP-ACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities, in a satisfactory and
efficient manner as determined by CITY, in eccordance with the
terms herein. CITY will consider CONTRACTOR'S Vice President for
Fiscal Affairs to be CONTRACTOR's representative responsible for
the management of all contractual matters pertaining 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.
Page 1
III.
CITY'S OBLigATION
A. Limit of Liabillty. 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.
B. Measure of L~ability. 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 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.
(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;
Page 2
(e) is not an allowable cost as defined by
Section XI of this Contract or the project budget.
(4) CITY shall not be liaHle 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-
lng 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. 93-353) as amended and
with regulations promulgated thereunder, and codified at 24 CFR.
The foregoing is in no way meant to constitute a complete compila-
tion of all duties imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
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
Page 3
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. CONTRAC-
TOR is liable to CITY for any money it has received from CITY for
perfozmance of the provisions of this Contract if CITY has
suspended or terminated this Contract for the reasons enumerated in
this Section.
D. CO~TRACTOR 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 carryout 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 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 oX 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.
Page 4
B. Excess Paymgnt. 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
justify the expenditure.
C. Disallowed Costs. Upon termination of the Contract, should
any expense or charge for which payment has been made be s~hse-
quently 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. Deobli~ation 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
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 unclaimed (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:
Page 5
A. Ail 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 CONTRAC-
TOR.
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.
~ach 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
and so long as any payments remain unliquidated, CONTRACTOR shall
not, without the prior written consent of the Executive Director of
Planning and Development 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
Page 6
this Con~ract 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 any budgeted line items for
personnel costs 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 Person-
nel 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.
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.
Page 7
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.
D. At any reasonable time, the CONTRACTOR shall make available
to CITY, RVJD, or any of their authorized representatives, records
pertaining to this Agreement and shall permit CITY, ~UD, 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 info=mation 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, with the first
reports due on or before December 1, 1994. The beneficiary report
shall provide a detailed description of client information, inclu-
ding 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.
Page 8
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
development, 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 responsi-
bilities.
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.
XV.
INSURANCE
Ail doctors and nurses providing care to patients shall be
required to maintain professional liability coverage of no less
than One Hundred Thousand Dollars ($100,000) to insure the services
provided under this contract by such professionals.
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.
Page 9
XV!!.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR
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 bs performed under this Contract. CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall bs 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
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.
Page 10
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.S. Department of Housing
and Urban Development's Community Development Block Grant Program
funding through the City of Denton having made the project
possible~
B. Ail published material and written reports submitted under
this project must be originally developed material unless otherwise
specifically provided in this Contract. When material not origi-
nally developed is included in a report, the report shall identify
the source in the body of the report or by footnote. This provi-
sion is applicable when the material is in a verbatim or extensive
paraphrase format.
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
~ousing and Urban Development.
C. Ail 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.
Pa~_~l__
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 descrip-
tion, 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 significantly change the nature, intent, or scope
of the program funded under this Contract.
C. CONTRACTOR will submit revised budget and program informa-
tion, whenever the level of funding for CONTR3%CTOR or the pro-
gram(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.
Pa§e 12
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 pe=mitted.
XXIV.
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 te=mination 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 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.
XXV.
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.
XXVI.
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 constitute
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 omission in any
manner impair or prejudice 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 communications
and notices among the parties shall be deemed made if sent postage
paid to the parties and address set for below:
TO CITY: TO CONTRACTOR:
City Manager Robert O. Benfield
City of Denton Vice President for Fiscal Affairs
215 ~. McKinney St. Texas Woman's University
Denton, Texas 76201 Denton, Texas 76204
Page 14
I~I~NESS OF ~4ICH this Agreement has been executed on this
the -/I,%.: day of ~_~Jil~Z , 19~-.
'CITY OF DE~ON TE~S W0~'S ~I~RSI~
(~ C.A.R.E.S.)
BY~[~ ~. ~Lfi, 7 : ROBERT Oil BENFIE~,
CITY ~AGER / VICE PRR~IDE~ FOR FIS~
AFFAIRS
ATTEST: ATTEST:
JE~IFER W~TERS, CI~ SEC~T~Y SE~ET~Y
MIKE BUCEK, ACTING CITY ATTO~Y
Page 15
EXHIBIT "A"
STATEMENT OF WORK
The Texas Woman's University, College of Nursing sponsors a primary health care center in
collaboration with the Denton Housing Authority. The center is located on the property of the
Phoenix Apartments, a multi-family housing project managed by the Denton Housing Authority.
The health center is a nurse managed facility staffed by two master's prepared Community
Health Clinical Nurse Specialists, the center nurse manager and the assistant manager. Their
salaries are paid for by a Federal grant and United Way funding. In addition, Registered Nurses
working on advanced degrees in nursing provlde client care as part of their student clinical
experience. Faculty supervise student learning.
The purpose of the health center is to provide high quality, accessible health care to the very
Iow income population of Denton who have no health insurance or who have difficulty finding
medical or dental health providers who will accept medicaid. Nurses provide health services to
people at Iow or no cost. All funds accepted are based on ability to pay and funds are used to pay
for replenishing supplies and to pay medical costs for clients.
Through a combination of on-site services and referrals to local medical processionals who have
agreed to cooperate on a volunteer basis and/or accept partial payment the center has been able
to develop an effective system of health care delivery. Health care delivery services include
health promotion, screening procedures immunizations, medical and dental treatment case
managemen~f clients, counseling, and education.