1992-186~ wpdocs\twu~are o
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
DENTON HOUSING AUTHORITY 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 Clty Councll has determined that it is in the best
interest of the citizens of the City to provide public funds to the
Denton Housing Authority, in consideration of the valuable public
services to be furnished by the Denton Housing Authorlty to the
Clty 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 Denton
Housing Authority 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 ~,~ ' 1992
BOB CASTLEBERRY, MAYy ~
ATTEST,
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
DEBRA A. DRAYOVITCU, CITY ATTORNEY
~GREENENT BETWEEN THE CITY OF DENTON
~%ND DENTON HOUSING AUTHORITY
Thls 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 Denton Housing Authority, 308 S Ruddell, Denton, Texas
76201, 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
thereln an author~zed budget for expenditure of funds to Denton
Housing Authority, who, with Texas Woman's University, sponsors a
health clinic, and;
WHEREAS, CITY has designated the Community Development Offlce~{
as the d~vislon responsible for the administration of this contract
and all matters pertainIng thereto, and,
WHEREAS, CITY wlshes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the part~es hereto agree, and by the execution
hereof are bound to the mutual obligations and to the performance
and accomplishment of the condltlons hereInafter described
I.
This Contract and agreement shall commence on or as of
October 1, 1992, and shall terminate on September 30, 1993, unless
extended by mutual agreement
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 executive officer to
be CONTRACTOR's representative responsible for the management of
all contractual matters pertaining hereto, unless written notifica-
tion to the contrary is received from CONTRACTOR, and approved by
CITY
The Community Development Administrator/~wlll 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 $21,374 00.
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 Exhlblt B,
subject to the ilmltatlons 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 wrltlng 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 ellglble for use for purposes of thls
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 o~ 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,
(¢) 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 liable for any cost or portion
thereof which is incurred with respect to any activity of
CONTRACTOR requiring prior wrltten authorIzation from CITY, or
after CITY nas requested that CONTRACTOR furnish data concern-
lng such action prior to proceeding further, unless and until
CITY advls~,s 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) undel 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.
The foregoing 3s in no way meant to constitute a complete compila-
tion of all dutLes imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow
CONTRACTOR fur%her 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 XXIV of this Contract
CONTRACTOR agrees to abide by the conditions of and comply with
the requirements ol 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.
PAGE 3
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 CONTRAC-
TOR 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 termln~ted 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 Jeduce the resources, services, or other benefits
which would hav~ been available to, or provided through, CONTRACTOR
had this Contract not been executed
VI.
PERFORM;%NCE BY CONTRACTOR
CONTRACTOR wll~ 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 c~ufflclent payment for full and satisfactory
performance of the program, as determined solely by CITY and in
accordance with ali 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 Deve:opment Coordinator
VII.
PAYMenTS TO CONTRACTOR
A. ~&ymen~s to Contractor. The CITY shall pay to the
CONTRACTOR a maximum amount of money totaling $21,374 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
PAGE 4
Funds are to be used for the sole purpose of paying the salary
and benefits for a nurse-midwife 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
justify thc expenditure
C. Disallowed costs. Upon termination of the Contract, should
any expense or charge for which payment has been made be subse-
quently disallowed or disapproved as a result of any auditing or
monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any othe~ Federal agency, CONTRACTOR will refund such
amount to CITY 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 perf)rmance, 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
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 hhe 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 cashier's 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.
PAGE 5
VIII.
WARRANTIES
CONTRACTOR represents and warrants that
Ao 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 No litigation or proceedings are presently pending or
threatened against CONTRACTOR
D None ol the provisions herein contravenes or is in conflict
with the authority under which CONTRACTOR is doing business or with
the provisions of ~ny existing Indenture or agreement of CONTRAC-
TOR
E CONTRACTOR has the power to enter into this Contract and
accept payments h~reunder, and has taken all necessary action to
authorize such acceptance under the terms and conditIons of this
Contract.
F. None of the assets of CONTRACTOR is subject to any lien or
encumbrance of any character, except for current taxes not
delInquent, except as shown in the financial statements furnished
by CONTRACTOR to CITY
Each of these rapresentatlons and warranties shall be continu-
Ing and shall be deemed to have been repeated by the submission of
each request for payment
IX.
COVENANTS
A. During the period of time that payment may be made here-
under and so long as any payments remain unllquldated, CONTRACTOR
shall not, wlhhout the prior written consent of the Executive
Director of Planning and Development or his authorized representa-
tive:
PAGE 6
(1) Mortgage, pledge, or otherwise encumber or suffer to be
encumbered, any of the assets of CONTRACTOR now owned or here-
after acquired by it, or permit any pre-existing mortgages,
liens, or other encumbrances to remain on, or attached to, any
assets of CONTRACTOR which are allocated to the performance of
this Contract and with respect to which CITY has ownership
hereunder.
(2) Sell, assign, pledge, transfer or otherwise dispose of
accounts receivables, notes or claims for money due or to
become due.
(3) Sell, convey, or lease all or substantial part of its
assets.
(4) Make any advance or loan to, or incur any liability for
any other firm, person, entity or corporation as guarantor,
surety, or accommodation endorser
(5) Sell, donate, loan or transfer any equipment or item of
personal property purchased with funds paid to CONTRACTOR by
CITY, unless CITY authorizes such transfer
B. Should CONTRACTOR use funds received under this Contract to
acquire or Improve real property under CONTRACTOR's control,
CONTRACTOR agrees and covenants.
(1) That the property shall be used to meet one of the
national objectives stated in §24 CFR 570 until August 31,
1996.
(2) That should CONTRACTOR transfer or otherwise dispose of
said property on or before August 31, 1996, CONTRACTOR shall
reimburse CITY in the amount of the fair market value of the
property less any portion of the value attributable to expendi-
tures of non-CDBG funds for acquisition of, or improvement to,
the property.
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
whlch exceeds one-twelfth (1/12) of any budgeted line items for
personnel costs as specified in Exhibit B
PAGE 7
(2) CITY .:hall 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 t~e 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 shsll 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 ~ust be conducted In its entirety in accordance with
the provisions of ~hls 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 provlded or
received hereunder Such earnings include, but are not limited to,
Income from interest, usage or rental or lease fees, income
produced from co~tract-supported services of individuals or
employees or from ahe 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 CONTRA~.TOR shall maintain records of the receipt and
disposition of proqram income in the same manner as required for
other Contract funds, and reported to CITY in the format prescribed
by CITY. CITY an¢ CONTRACTOR agree, based upon advice received
from HUD representatives, that any fees collected for services
performed by CONTRACTOR shall be spent only for operating expenses
PAGE 8
C CONTRA(TOR shall Include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities
D It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Contract, or the performance thereof,
constitutes program income. CONTRACTOR is responsible to CITY for
the repayment of any and all amounts determined by CITY to be
program income, unless otherwise approved in writing by CITY
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 doc~mentatlon to provide in detail full support and
justification ~or e~ch 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 the period of time and under the conditions specified
by CITY
C Nothln~ 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 and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, HUD, or any
of their autho%lzed representatives, all of its records and shall
permit CITY, ~UD, or any of thelr 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 all other data
requested by said representatives
PAGE 9
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 requegt and deem pertinent to matters covered by this
Contract
CONTRACTOR shall submit regular performance reports to CITY no
less than once each three months, with the first report due on or
before Decembe- 1, 1992 The performance report shall detail
client information including race, income and other such statis-
tics required 9f CITY CONTRACTOR agrees to gather information and
data relative to ali programmatIc and f~nanc~al reporting as of the
beginning date specified in Section II and furnish to CITY
quarterly a report of all income received and funds expended The
f~rst such report ls due on December 1, 1992
If the contraca is for funding of $25,000 or more, the CONTRAC-
TOR agrees to submit an audit conducted by independent examiners
within 10 days after receipt of such
XIV.
MONITORING AND EVALUATION
A CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Contract
B. CONTRA~'TOR 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
obstruGt 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 audlt reports by any of CONTRACTOR's funding or regulatory
bodies to CITY w~thln f~ve (5) working days of receipt by CONTRAC-
TOR
PAGE 10
XV.
DIRECTORS~ MEETINGS
During the term of this Contract, CONTRACTOR shall cause to be
delivered to CITY copies of all notices of meetings of its Board of
Directors, setting forth the time and place thereof such notice
shall be delivered to CITY in a timely manner to give adequate
notice, and shall include an agenda and a brief description of the
matters to be discussed CONTRACTOR understands and agrees that
CITY representatives shall be afforded access to all of the Board
of Directors' meetings
Minutes of all meetings of CONTRACTOR's governing body shall be
available to CITY within ten (10) working days of approval.
XVI.
INSURANCE
A CONTRA~'TOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate cover~ge for services offered under this Contract
B The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance,
commonly referred to as ,,Owner/Tenant" coverage with CITY named as
an additional insured Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange-
ments
C CONTRACTOR wlll comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and ot~er appropriate liability coverage for program
participants, if applicable
D CONTRACTOR will maintain adequate and continuous l~ablllty
insurance on ail vehicles owned, leased or operated by CONTRACTOR
All employees of CONTRACTOR who are required to drive a vehicle in
the normal sc¢,pe and course of their employment must possess a
valid Texas dr~vers' license and automobile liability insurance
Evidence of th~ employee's current possessIon of a valid license
and insurance r,]st be maintaIned on a current basis in CONTRACTOR's
files.
E Actual losses not covered by insurance as required by this
Section are not allowable costs under this Contract, and remain the
sole responsibility of CONTRACTOR
PAGE 11
XVII.
EQUAL OPPORTUNITY
A CONTRACTOR shall submit for CITY's approval, a written plan
for compliance with the Equal Employment and Affirmative Action
Federal provisions, within thirty (30) days of the effective date
of this Contract
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 -he 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
D In the event of CONTRACTOR's non-compliance with the
non-discrimination requirements, the Contract may be canceled,
terminated, or suspended in whole or in part, and CONTRACTOR may be
barred from furthe~ contracts with CITY
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available ~or examination Such personnel policies shall'
A Be no more liberal than CITY's personnel policies,
procedures, add practices, including policies with respect to
employment, salary and wage rates, working hours and holidays,
fringe benefit%, vacation and sick leave privileges, and travel,
and
B Be in %;rltJng and shall be approved by the governing body
of CONTRACTOR and ky CITY
XIX.
CONFLICT OF INTEREST
A CONTRACTO~ covenants that neither it nor any member of 1ts
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 CONTRAC-
TOR 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 a0pedrance of being motivated by desire for private
PAGE 12
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 ,)r approval of the undertaking or carrying out of
this Contract s~al] (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, psrtne~shlp, 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
XX.
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 CONTRA?TOR, 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
XXI.
POLITICAL OR SECTARIAN ACTIVITY
A None or 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.
XXII
PUBLICITY
A Where ~uch action is appropriate, as determined by and upon
written approval of CITY, CONTRACTOR shall publicize the activities
conducted by CONTRACTOR under this Contract In any news release,
sign, brochure, or other advertising medium, disseminating informa-
tion prepared or distributed by or for CONTRACTOR, mention shall be
made of the U S Department of Housing and Urban Development fund-
lng through the City of Denton having made the project possible.
PAGE 13
B Ail published material and written reports submitted under
this project mu~t be originally developed material unless otherwise
specifically plovlded 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
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 re)orts, documents, studies, charts, schedules, or
other appended documentation to any proposal, content of basic
proposal, or Co~tra, ts and any responses, inquiries, correspondence
and related material submitted by CONTRACTOR, shall become the
property of CITY upon receipt
XXIII
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR
preparing or submitting any application for funding in accordance
with the followln¢I 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 u%e 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 fundinq 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 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
XXIV.
CHAN~ES AND AMENDMENTS
A Any alterations, additions, or deletions to the terms of
this Contract shall be by written amendment executed by both
PAGE 14
parties, except when the terms of this Contract expressly provide
that another methcd shall be used
B CONTRACTOR may not make transfers between or among approved
line-items wlt~in budget categories set forth in Exhlblt B without
prlor written approval of CITY CONTRACTOR shall request,
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
C. CONTRACTOR will submit revised budget and program Informa-
tion, whenever the level of funding for CONTRACTOR or the pro-
gram(s) described herein is altered according to the total levels
contained in any portion of Exhibit B
D It ls 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 th~s 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 de,~rease in the amount of CONTRACTOR's compensation
Such changes shall be incorporated in a written amendment hereto,
as provided in Sub%ectlon 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 3r among said programs will be permitted
XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, time conditions and
PAGE 15
duties provlde¢, heweln, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written n~tlc(~ to CONTRACTOR, withhold further payments to
CONTRACTOR Such ~%otlce may be given by mall to the Executive
Officer and the Board of Directors of CONTRACTOR The notice shall
set forth the default or failure alleged, and the action required
for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exceed thirty (30) calendar days At the end of the suspension
period, if CITY determines the default or deficiency has been
satisfied, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated
XXVI.
TERMINATION
A CITY m~y t~rmlnate this Contract with cause for any of the
following reasons
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract
(3) Termination or reduction of funding by the United
States Depart~%ent of Housing and Urban Development
(4) Finding by CITY that CONTRACTOR
(al is in such unsatisfactory financial condition as to
endanger performance under th~s Contract,
(b has allocated inventory to th~s Contract substan-
tially exceeding reasonable requirements,
(c~ is delinquent in payment of taxes, or of costs of
perfor~.ance of this Contract in the ordinary course of
business
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or liquid-
ation proceedings by or against CONTRACTOR
PAGE 16
(6) CONTRACTOR's inability to conform to changes required
by Federal, State and local laws or regulations as provided in
Section IV, and Section XXIV (D), of this Contract
(7) The commission of an act of bankruptcy
(8) CONTRACTOR's violation of any law or regulation to
which CONTRACTOR is bound or shall be bound under the terms of
the Contract
CITY shall promptly notify CONTRACTOR in wrltlng of the
decision to terminate and the effective date of termination
Simultaneous notice of pending termination maybe made to other
funding sourcec~ specified in Exhibit B
B CITY may terminate this Contract for convenience at any
time If thl~ Contract is terminated by CITY for convenience,
CONTRACTOR will be paid an amount not to exceed the total of
accrued expenditures as of the effective date of terminatIon In
no event will this compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Contract, less payments previously made
C CONTRACTOR may terminate this Contract in whole or in part
by written not~ce to CITY, if a termination of outside fundlng
occurs upon wblch CONTRACTOR depends for performance hereunder
CONTRACTOR may opt, within the limitations of this Contract, to
seek an alterDatlve funding source, with the approval of CITY,
provided the %erm[natlon by the outside funding source was not
occasioned by & breach of contract as defined herein or as defined
in a contract between CONTRACTOR and the fundlng source in
question
CONTRACTOR may terminate this Contract upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this
Contract
D Upon receipt of not~ce 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
E Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRACTOR shall not be relieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Contract by CONTRACTOR, and CITY may withhold any
reimbursement to CONTRACTOR until such t~me as the exact amount of
PAGE 17
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event t?at any claim, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTRACPOR, CONTRACTOR shall give written notice thereof to
CITY within t%o (2) working days after being notified of such
claim, demand, suit or other action Such not~ce shall state the
date and hour of r~otlflcatlon of any such claim, demand, suit or
other action, the names and addresses of the person(s), flrm,
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 ~hom such claim is being made or threatened. Such
written notice shall be delivered either personally or by mall.
XXVIII
MISCELLANEOUS
A CONTRA~'TOR shall not transfer, pledge or otherwise asslgn
this Contract or any interest therein, or any claim arising
thereunder, to any party or part~es, bank, trust company or other
financial lnst,tut]on without the prior written approval of CITY
B If any provision of this Contract is held to be lnvalld,
illegal, or unenforceable, the remaining provisions shall remain in
full force and eIfect and continue to conform to the original
intent of both paItles hereto
XXIX
INDEMNIFICATION
A It is expIessly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
contractor ana that as such, CONTRACTOR shall save and hold CITY,
Its officers, ~gen~s and employees harmless from all liability of
any nature or k~nd, including costs and expenses for, or on account
of, any claims audit exceptions, demands, suits or damages of any
character whatsoever resulting in whole or in part from the
performance or omlqslon of any employee, agent or representative of
CONTRACTOR.
B CONTRACTOR agrees to provide the defense for, and to
indemnify and hold harmless CITY ~ts agents, employees, or
contractors from any and all claims, suits, causes of action,
demands, damages, ~osses, attorneys fees, expenses, and liability
arising out of t~e use of these contracted funds and program
administration and implementation except to the extent caused by
PAGE 18
the willful act or omission of CITY, its agents, employees, or
contractors
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 Contlact, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
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 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. In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Contract or its governing rules, codes,
laws, ordInances or regulations, CITY as the party ultimately
responsible to HUD for matters of compliance, will have the final
authority to render or to secure an interpretation
F For purposes of th~s Contract, all official communica-
tions and notices ~mong the parties shall be deemed made if sent
postage paid tL~ the parties and address set for below
TO CITY TO CONTRACTOR
City Manager Marian Hamilton,
Clty of Denton ExecutIve Dlrector
215 E McKlnney St Denton Housing Authority
Denton, Texas 76201 308 S Ruddell
Denton, Texas 76201
PAGE 19
IN~W~I~ESS OF ~CH this ~greement has been executed on this
the ~day of _~,~;~..1992
CITY OF DENTON
ATTEST.
JENNIFER WALTERS, CITY SECRETARY
APP~VED AS TO LEGAL FORM
DEB~ A. D~YOVITC}{, CITY ATTORNEY
_
DENTON HOUSING AUTHORITY
ATTEST ·
BOAR~ SECRET[~R%
twucare k
PAGE 20
EXHIBIT "A"
DENTON HOUSING AUTHORITY
STATEMENT OF WORK
Denton Housing Authority sponsors a primary health care clinic
located on the property of the Phoenix Apartments, a multi-family
housing project managed by the Denton Housing Authority
The clinic is a nurse-run facility staffed by registered nurses
from Texas Woman's University who are working on advanced degrees
in public health nursing fields
The purpose of the clinic is to provide high quality, accessible
health care to the very-low income population of Denton which is
locked out of the conventional health care system by lack of funds
and the reluctance of the local medical establishment to accept
Medicaid
Through a combination of on-site services and referrals to local
medical professionals who have agreed to cooperate on a volunteer
basis and to other,~ who will accept referrals and accept partial or
discounted payments for their services the clinic has been able to
develop an effective system of delivery of essential medical
services which includes preventive medicine and education, testing,
treatment and on-going care
PAGE 21
EXHIBIT "B"
DENTON HOUSING AUTHORITY
PROJECTED BUDGET
COMMUNITY DEVELOPMENT BLOCK GRANT
MEDICAL RECORD~ SOFTWARE BUDGETED AMOUNT - $ 3,000.00
DENTAL CLINIC BUDGETED AMOUNT - $ 9,187.00
Permanent Equipment $1,000 00
Supplies and non-volunteer services $8,187 00
TOTAL $ 9t187.00
HEALTH CARE CLINIC BUDGETED AMOUNT - $ 9t187.00
Permanent Equlpment $ 1,000 00
Supplies, Referrals
And Safety Measures $ 8,187 00
GRANT TOTAL $21t374.00
Supplies may include disposable items, prescription and non-
prescription drugs and office supplies as well as computer
supplies
Safet~ may include rubber gloves, masks, sealed units for
safe disposal of used needles, etc
Referrals may include payments for non-volunteer services by
medical specialist, Pharmacists, etc
Permanent Equlpmen~ may include a self-contained dental equipment
unit, lab equipment, equipment to enhance record keeping capabili-
ty, etc.
PAGE 22