1987-229 2119L
NO
AN ORDINANCE APPROVING A SERVICES AGREEMENT BETWEEN THE CITY OF
DENTON AND DENTON REGIONAL MEDICAL CENTER, INC , AUTHORIZING THE
MAYOR TO EXECUTE THE AGREEMENT, PROVIDING THE EXPENDITURE OF
FUNDS THEREFOR, 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 Denton Regional Medical Center, Inc , in consideration
of the valuable public services to be furnished by Denton
Regional Medical Center, Inc to the C~ty of Denton ~n
accordance w~th the "Services Agreement" attached hereto, NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Council hereby approves the
"Services Agreement" attached hereto, between the City of Denton
and Denton Regional Medical Center, Inc , and authorizes the
Mayor to execute said agreement
SECTION II That the City Council authorizes the
expenditure of funds in the manner and amount as specified in
the Agreement
SECTION III That this ordinance shall become effective
immediately upon ~ts passage and approval
PASSED AND APPROVED this the~ day o~, 1987
RAY~STP~ENS,~
ATTEST
JEN~R W~L~ER~, CIT~ gEQRETARY
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
2116L
THE STATE OF TEXAS §
AGREEMENT BETWEEN THE CITY OF DENTON
COUNTY OF DENTON S AND FLOW REGIONAL MEDICAL CENTER, INC
WHEREAS, the City of Denton ("CITY") is a municipal
corporation, organized under a home rule charter, of the State of
Texas, and Flow Regional Medical Center, Inc ("CENTER") is a
non-profit corporation which was created to, and is in the
process of acquiring the assets and future obligations of FLOW
pursuant to an Asset Transfer Agreement, the terms under which
CENTER acquires the assets and lIabilities of Flow Memorial
Hospital so that it may continue to operate FLOW as a community
based non-profit hospital,
WHEREAS, CENTER has requested the "CITY" to provide funding
to CENTER for the provision of health care and education services
to residents of the City of Denton, Texas at Flow Regional
Medical Center, and,
WHEREAS, CITY is desirous of providing funding to CENTER to
allow the CENTER financial resources to provide necessary health
care assistance and education to citizens of Denton at the
Medical Center, in Denton, Texas,
NOW, THEREFORE, ~n consideration of the foregoing and of
mutual covenants contained herein, the parties hereto agree as
follows
I
SERVICES
CENTER shall provide health care services and education to
residents of the City of Denton, including but not limited to
A Community health care related education ~ncludlng Dut not
limited to, health awareness and wellness education
programs, diabetes education programs, first aid and
safety courses
B Telephone assistance programs ~ncludlng but not limited to
llfellne and telemed service
C Clinical facilities for providing training to student
nurses
D Physician Referral Services
E All health care services customarily provided by a
comparable non-profit community hospital in the State of
Texas at its usual and customary rates
CITY and CENTER recognize that changing technology and other
factors may make it desirable from time to t~me for the Hospital
to change the services enumerated ~n sections A, B, C, and D of
this Article Prior to terminating any of the services so
enumerated, CENTER shall make written request and obtain the
written consent of CITY'S governing body Any such written
request shall contaln the reasons for discontinuing a particular
service and propose an alternative service to be provided under
the terms of th~s Agreement
II
CONDITIONS PRECEDENT
AS conditions precedent to the obligations of CITY under th~s
Agreement contained ~n Section III hereof, Corporation shall
(1) fully perform and comply w~th the terms and conditions of
the Compromise and Settlement Agreement between the
parties and others executed the 4th day of December, 1987
(2) fully perform and comply with the terms and conditions of
the Asset Transfer Agreement between the County of
Denton, City of Denton, Flow Memorial Hospital Board of
Directors, the H E Flow Trust and the Attorney General
of Texas entered ~nto the 4th day of December, 1987
(3) provide the services enumerated ~n Section I hereof at
all times, during the term of th~s Agreement, at Flow
Regional Medical Center
III
CONSIDERATION
A In consideration of such services, CITY agrees to appro-
priate to CENTER the sum of Two Hundred Thousand Dollars
($200,000) on October 1, 1988, for services rendered from January
8, 1988 through September 30, 1988, and the sum of Two Hundred
Thousand Dollars ($200,000) on October 1, 1989, for services
rendered from October 1, 1988 through September 30, 1989
B CENTER shall establish, operate, and maintain an account
system for th~s appropriation that will allow for a tracing of
funds appropriated under Article III A
C. CENTER shall permit authorized officials of CITY to review
its books at any t~me
PAGE 2
D CENTER shall appoint a representative who will be
available to meet with the Executive Director of Finance and
other CITY offlclals when requested
E CENTER shall lndemnlfy and hold harmless the CITY from any
and all claims and suits arising out of the activities of the
CENTER, its employees, and/or contractors As further considera-
tion for this payment, CENTER agrees to release the CITY of all
claims, demands, causes of action whatsoever, known, unknown,
past, present or future arising out of the past, present or
future operation and maintenance of CENTER
IV
TERM AND EFFECTIVE DATE
The term of th~s Agreement shall commence on January 8, 1988
provided the Closing of the Transfer of Assets by CITY and others
to CENTER has been consummated If such Closing has not occurred
by January 8, 1988, this Agreement shall become effective upon
the f~rst date following said closing
The services funded by the CITY shall be performed by CENTER
commencing on the effective date of this agreement referenced in
the above paragraph and continuing through October 1, 1989
V
DEFAULT AND REMEDIES
If CENTER should cease to provide any of the services
enumerated herein, if CENTER should fall to comply with the
covenants set forth in Artlcle III hereof, or ~f CENTER should
fall to maintain and operate the Hospital ~n accordance with the
provisions set forth in Section 1 3 of the Asset Transfer
Agreement, CENTER shall be deemed ~n default of th~s agreement
CITY shall notify CENTER ~n writing of said default and CENTER
shall have thirty (30) days to cure the default Once CITY has
mailed such notice, CITY shall have no further obligation to
provide compensation to CENTER pursuant to Article III hereof
pendlng CENTER'S cure of any and all defaults alleged by CITY
If CENTER has not cured the default w~thln thirty (30) days of
the not,ce, CITY shall forthwith be entitled to exercise
security ~nterest in Flow Memorial Hospital pursuant to that
certain Security Agreement, dated January 8, 1988, or as of the
date of clo$1ng of the Asset Transfer Agreement, a copy of which
ls attached hereto as Exhibit A Additionally, C~ty shall have
no further obligation to provide compensation to CENTER pursuant
to Article III hereof
PAGE 3
Whenever one party to this Agreement in good faith has reason
to question the other party's intent to perform, it may demand
that the other party give written assurance of its intent to
perform In the event a demand is made, and no assurance is
given within ten (10) working days, the demanding party may treat
this failure as an anticipatory repudiation of the contract Any
demand made under this section shall be in writing No response
to a demand for assurance shall be construed as a modification of
the Agreement, unless both part~es expressly agree in writing
that ~t is intended as a modification of the Agreement
VI
ASSIGNMENT
The parties specifically agree that CENTER may assign its
rights to compensation under the terms of this Agreement to First
State Bank Any other assignment shall require the written
consent of CITY
VII
NOTICES
All notices, demands, requests, or other communications that
may be or are required to be g~ven, served, or sent by any party
to any other party pursuant to this Agreement shall be in writing
and shall be ma~led by first class, registered, or certified
mall, return receipt requested, postage prepaid, or transmitted
by hand delivery, telegram, or telex, addressed as follows
If to CITY City of Denton, Texas
215 East McKlnney Street
Municipal Building
Denton, Texas 76201
Attention C~ty Attorney
If to CENTER Flow Regional Medical Center, Inc
c/o Sennett Kirk, President
1310 Scripture Street
Denton, Texas 76202
Each party may designate by not~ce in writing a new address
to which and notice, demand, request, or communications may there-
after be so given, served, or sent Each notice, demand, request,
or communication that is mailed, delivered, or transmitted in the
manner described above shall be deemed sufficiently given,
served, sent, and received for all purposes at such t~me as it is
PAGE 4
delivered to the addressee (with the return receipt, the delivery
receipt, the affidavit of messenger, or (with respect to a telex)
the answer back Delng deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee
upon presentatIon
VIII
NO DUTY IMPOSED
Thls agreement shall not be construed or deemed to be an
agreement for the benefit of any third party or part~es
EXECUTED this ~ day of ~ - , 1987
CITY OF DENTON FLOW REGIONAL MEDICAL CENTER
BY BY~ SENNETT ~RK, PRESIDENT
PAGE 5