Loading...
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