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HomeMy WebLinkAbout1998-439P WUMNeP�UALWu�DucvmmMANLuoPa�91Uh1eM1aveo Uoc ORDINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND FAIRHAVEN, INCORPORATED, RETIREMENT CENTER TO PROVIDE FOR IMPROVEMENTS TO THE SENIOR HOUSING FACILITY AT 2400 NORTH BELL AVENUE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, NOT TO EXCEED $23,294, AND DECLARING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute the attached agreement with Fairhaven, Inc , Retirement Center to provide for improvements to the senior housing facility noted therein SECTION II That the City Council hereby authorizes the expenditure of Smds in the manner and amount as specified in the agreement, not to exceed $23,294 SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the lb-0 day of 1998 ATTEST JENNIFER WALTERS, CITY SECRETARY i APPROVED AS TO LEGAL FORM JALQYMILLER, MAYOR AGREEMENT BETWEEN THE CITY OF DENTON AND FAIRHAVEN, INCORPORATED, RETIREMENT CENTER This Agreement is made and entered into by and between the City of Denton, Texas, a municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Fairhaven, Incorporated, Retirement Center, 2400 N Bell Avenue, Denton, Texas, 76201, a non -for -profit corporation, 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 for improvements to the senior housing facility at 2400 N Bell Aveune WHEREAS, CITY has designated the Community Development Division of the Planning and Development Department as the division responsible for the administration of this Agreement and all matters pertaining thereto, and WHEREAS, 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 agreement shall commence on or as of October 1, 1998, and shall terminate on December 31, 2008, unless adjusted by CITY Request for such an adjustment must be in writing and is to be submitted to the City's Community Development Division, 100 W Oak, Suite 208, Denton, Texas, 76201 H. RESPONSIBILITIES CONTRACTOR hereby accepts responsibility for ensuring the proper completion of all construction and repair activities description in the Description of Improvements attached hereto as Attachment "A", in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein CITY will consider CONTRACTOR's executive director to be the CONTRACTOR's representative responsible for the management -f all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and, appro-v ed by CITY CITY's Community Development Admimstr itor will be the CITY's representative responsible for the administration of this Agreement III. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant and in accordance with the description of improvements attached hereto as Attachment "A" and incorporated herein by reference Notwithstanding any other,provision of the Agreement, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $23,294 B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall prepare agreements with the general contractor and issue checks to the general contractor in accordance with an accepted schedule for performance payments, subject to the limitations and provisions set forth in this Section and Section VII of this Agreement (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 Agreement If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been deternuned CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Agreement. If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments under this Agreement (2) It is expressly understood that tins Agreement in no way obligates the General Fund or any other momes 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 tlus Agreement, including all exhibits attached hereto, (d) is not an allowable cost as defined by Section XI of this Agreement or the project budget (4) CITY shsi,l not be liable for any cost or portion thereof which is incurred with respect to any activity of CONTRACTOR requiring prior wrtte., authorization from CITY, or after CITY has requested that CONTRACTOR furmsh data concerning such action tenor to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obligated or liable under this Agreement to any party other than the general construction contractor who was the lowest reasonable bidder and agreed upon by both the CITY and CONTRACTOR for payment of any momes or provision of any goods or services A CITY shall provide funds in an amount not to exceed $23,294 to assist CONTRACTOR in the improvements to the facility located at 2400 N Bell Avenue, Denton, Texas B CONTRACTOR agrees to hold and save harmless CITY from any and all loss, cost, or damage of every kind, nature or description ansing under this Agreement or from any source whatsoever C CITY shall comply with the HUD Office of Management and Budget Circular A-87 CITY shall be responsible for performing the environmental review and monitoring the project for compliance with federal wage and labor requirements IV COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to this Agreement 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. 93-383) as amended and with regulations promulgated thereunder, and codified at 24 CFR 570 The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or administrative ruling, or to narrow the standards which CONTRACTOR must follow CONTRACTOR further agrees and certifies that if the regulations promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section XXIV of this Agreement 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 As a recipient of public funds, CONTRACTOR agrees to abide by the requirements of the Texas Public Information Act in handling requests by members oft to public for information Asa further consequence of its receipt of publ,o fiends, CONTRACTOR agrees that all purchases of materials, supplies, and other gods pursuant to thi, Agreement shall comply with the prov, ions of Chapter 252 of the Texas Local Government Code, and CITY agrees to cooperate with CONTRACTOR in facilitating such purchases 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 Agreement B The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement 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 Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement 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 Agreement not been executed E CONTRACTOR warrants that it is the legal owner of the property described in Article H and CONTRACTOR agrees to allow CITY access to this site for inspection purposes CONTRACTOR further agrees to allow CITY to bid and execute agreements with the general contractor for the repairs to the Fairhaven Retirement Center facility F CONTRACTOR shall continue to utilize the facility at 2400 N Bell Avenue, Denton, Texas for a minimum of ten years after improvements are completed to provide affordable housing for low and moderate income elderly households G CITY is the only agent authorized to designate changes or additions to the work to be performed Any additions or changes to the work authorized by CITY can only be done in writing with the signature of CITY's City Manager, Mayor, or Commumty Development Administrator, plus those of CONTRACTOR and its representatives VI. WARRANTIES CONTRACTOR represents and warrants that A All information, reports and data heretofore or hereafter requ„ sted 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 legal proceedings are presently pending or threatened against CONTRACTOR D 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 CONTRACTOR CONTRACTOR has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement 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 representations and warranties shall be continuing and shall be deemed to have been repeated by the approval of each request for payment from the general construction contractor VII COVENANTS A 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 Community Development Administrator or her authorized representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter 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 Agreement 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, ssets (4) Make any advance or loan to, or ncur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommoddtion 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 Agreement 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 September 30, 2008 (2) That should CONTRACTOR transfer or otherwise dispose of said property on or before September 30, 2008, CONTRACTOR shall reimburse CITY in the amount of the fair market value of this property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property C CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Office VIII. PROGRAM INCOME A For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement 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 Agreement, and payments from clients or thud parties for services rendered by CONTRACTOR under this Agreement B CONTRACTOR shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to CITY in the format prescribed by CITY CITY and CONTRACTOR agree, based upon advice received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for services performed by CONTRACTOR shall be spent only for service provision These fees or other program income will be deducted from the regular reimbursement request C CONTRACTOR shall include this Section in its entirety in all of its sub- contracts which involve other mcome-produci-ig services or activities D It is CONTRAC,TOR's responsibility to obtain from CITY a pno, determination as to whethei or not income ansing directly or indirectly from this Agreement, 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 IX. 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 Agreement 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 tlus Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of tlus Agreement 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 pertauung to the operation of programs and expenditures of funds under this Agreement for the period of time and under the conditions specified by CITY 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 Agreement D At any reasonable time and as often as CITY may deem necessary, CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records, and shall permit CITY, or any of its 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 relating to the program requested by said representatives X. 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 request and deem pertinent to matters covered by this Agreement CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY 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 Agreement Unless a written exemption h� s been granted by the CITY, CONTRACTOR shall submit an audit cond iated by independent examiners to CITY within ten (10) d i; s after receipt of such XI. MONITORING AND EVALUATION A CITY may perform on -site monitoring of CONTRACTOR's performances under this Agreement B CONTRACTOR agrees that CITY may cant' out monitoring and evaluation activities to verify adherence by CONTRACTOR to the Work Statement attached hereto as Attachment "A", as well as other provisions of this Agreement 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 efforts 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 CONTRACTOR XII. DIRECTORS' MEETINGS During the terms of this Agreement, 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 XIII. INSURANCE A CON 'RACTOR shall observe sound business practices wit, respect to pioviding such bonding and insurance as would provide adequate coverage for services ofF'ered under this A„reement B The premises on and in which the activities described in Attachrent "A" are conducted, and the employees conducting these activities, shall be covered by premises 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 arrangements C CONTRACTOR will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable D CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are required to drive a velucle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance Evidence of the employee's current possession of a valid license and insurance must 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 Agreement, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation of change in the policy at least thirty (30) days prior to such change or cancellation XIV 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 Agreement B CONTRACTOR shall comply with all applicable equal employment 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 D In the event of CONTRACTOR's non-compliance with the non-discrimination requirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from further contracts with CITY XV. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination Such personnel policies shall A Be no more liberal than CITY's personnel policies, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fnnge benefits, vacation and sick leave privileges, and travel, and B Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY XVI. CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement CONTRACTOR further covenants that in the performance of this Agreement, 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 appearance of being motivated by desire for private gam 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 Agreement shall (1) participate in any decision relating to the Agreement which affects his or her personal interest or the interest in any corporation, partnership, or association in which he or she has direct or indirect interest, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof XVII. 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 XVIII. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hers order shall be used, either directly or indirectly, for any political actraty (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 XIX. PUBLICITY A Where such action is appropriate, CONTRACTOR shall publicize the activities conducted by CONTRACTOR under this Agreement In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRACTOR, the advertising medium shall state that the U S Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Denton has made the project possible B All published material and written reports submitted under this project must be originally developed material, unless otherwise specifically provided in this Agreement When material not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote This provision 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 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 XX. 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 the proposed use of funds B Upon award, or notice of a-v ard, whichever is sooner, CONTRACTOR bhall notify CITY of such m tard and the effect, if any, of such funding on the fund, and program(s) contracted ocreunder Such ncatce shall be submitted to CITY, in wr.ting, within ten (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement C CONTRACTOR shall not use funds provided hereunder, whether directly or indirectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of CITY XXI. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of tlus Agreement expressly provide that another method shall be used B CONTRACTOR shall request, in writing, budget revisions in a form prescribed by CITY, and such requests for revision shall not increase the total monetary obligation of CITY under this Agreement In addition, budget revisions shall not significantly change the nature, intent, or scope of the program funded under this Agreement C CONTRACTOR will submit revised budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein is altered according to the total levels contained in any portion of this agreement 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 Agreement Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation E CONTRACTOR shall notify CITY of any changes in personnel or governing board composition F It is expressly understood that neither the performance of Attachment "A" for any program not contracted hereunder, nor the transfer of funds between or among said programs, will be permitted XXII. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without lnniting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR Such notice may be given by mail to the Executive Offirer and the Board of Director i of CONTRACTOR The notice shall set torth the defau't or failure alleged, and the action required for cure The period of such t aspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall i exceed thirty (30) calendar days At the end of the suspension period, if CITY determines the default or deficitncy 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 XXIII may be effectuated XXIII. TERMINATION A CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section XXII (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement (3) Termination or reduction of funding by the United States Department of Housing and Urban Development (4) Finding by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, (b) has allocated inventory to tlus Agreement substantially exceeding reasonable requirements, (c ) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Section IV, and Section XXI (D), of this Agreement (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 Agreement CIT it shall promptly notify CONTRACTOR in writing c the decision to terminate and the effective date of termination Pimultaneous i otice of pending termination may be made to other funding source speci f ed B CITY may terminate this Agreement for convenience at any time If this Agreement 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 tins compensation exceed an amount winch bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon winch CONTRACTOR depends for performance hereunder CONTRACTOR may opt, within the limitations of tins Agreement, 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 herem or as defined in a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization, not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or otherwise terminate any outstanding orders or subcontracts winch relate to the performance of tins Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations, whatsoever, incurred after the termination date listed on the notice to terminate referred to in tins paragraph 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 Agreement by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined XXIV 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, CONTRACTOR shall Igive 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 other personally or by mail XXV. INDEMNIFICATION It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor, and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, 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 omission of any employee, agent, or representative of CONTRACTOR B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation, except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. XXVI. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement, 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 Agreement 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 Agreement 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 Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement E In the event a iy disagreeme. t or dispute should anse between the parties hereto pertaining to the aderpretation or meaning of any part of this Agreement or its governing rules, codes, ldws, 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 this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below TO CITY City Manager City of Denton 215 E McKinney St Denton, Texas 76201 TO CONTRACTOR Director Fairhaven Incorporated 2400 N Bell Avenue Denton, Texas 76201 G This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdiction sitting in Denton County, Texas }}� WIT�`SS OF WHICH this Agreement has been executed on this the L/day of /X�LP."j'n � 1998 CITY OF m ATTEST JENNIFER WALTERS, CITY SECRETARY AT'I EST _L&' BOARD SECRETARY FAIRHAVEN, INC BY 1�z "-- EXECUTIVE DIRECTOR ATTACHMENT "A" DESCRIPTION OF IMPROVEMENTS Repairs to the facility at 2400 N Bell Avenue can include but will not be limited to the following • renovation and conversion of five bathrooms from traditional bathtubs with deteriorating rile walls to be replaced with walk-in shower units and updated plumbing, • replacement of emergency call system to reactivate as recommended by HUD, • correct tripping hazard in ramp area connecting two buildings, • replace front door to facility, and • install a water filtration system Total Project Budget WORK STATEMENT Fairhaven, Incorporated, Retirement Center $23,294 Services Fairhaven, Inc, Retirement Center is a nonprofit retirement facility for low and moderate income elderly persons The Center has nine units with rental subsidies from the U S Department of Housing and Urban Development (HUD) Two rental subsidies are provided through the Fairhaven Foundation Elderly residents are provided with meals and homemaker services are available ATTACHMENT "B" 24 CFR § 570 505 The standards described in this section apply to real property within the recipient's control which was acquired or unproved in whole or in part using CDBG funds in excess of $25,000 These standards shall apply from the date CDBG funds are first spent for the property until five years after closeout of an entitlement recipient's participation in the entitlement CDBG program or, with respect to other recipients, until five years after the closeout of the grant from winch the assistance to the property was provided (a) A recipient may not change the use or planned use of any such property (including the beneficiaries of such use) from that for which the acquisition or unprovement was made unless the recipient provides affected citizens with reasonable notice of, and opportunity to comment on, any proposed change, and either (1) The new use of such property qualifies as meeting one of the national objectives in Section 570 208 and is not a building for the general conduct of government, or (2) The requirements in paragraph (b) of this section are met (b) If the recipient detemunes, after consultation with affected citizens, that it is appropriate to change the use of the property to a use which does not quahfy under paragraph (a)(1) of this section, it may retain or dispose of the property for the changed use if the recipient's CDBG program is reimbursed in the amount of the current fair market value of the property, less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, and improvements to, the property (c) If the change of use occurs after closeout, the provisions governing income from the disposition of the real property in Section 570 504(b) (4) or (5), as applicable, shall apply to the use of fiends reimbursed (d) Following the reimbursement of the CDBG program in accordance with paragraph (b) of this section, the property no longer will be subject to any CDBG requirements ATTACHMENT "C" 24 CFR § 570 503 (a) Before disbursing any CDBG funds to a subreciptent, the recipient shall sign a written agreement with the subreciptent The agreement shall remain in effect during any period that the subreciptent has control over CDBG funds, including pro- gram income (b) At a nummum, the written agreement with the subreciptent shall include provisions concerning the following items (1) Statement of Work. The agreement shall include a description of the work to be performed, a schedule for completing the work, and a budget These items shall be in sufficient detail to provide a sound basis for the recipient effectively to monitor performance under the agreement (2) Records and Rgports. The recipient shall specify in the agreement the particular records the subreciptent must maintain and the particular reports the subreciptent must submit in order to assist the recipient in meeting its recordkeeping and reporting requirements (3) Program Income. The agreement shall include the program income requirements set forth in Section 570 504(c) (4) Uniform Administrative Requirements. The agreement shall require the subreciptent to comply with applicable umform administrative requirements, as described in Section 570 502 (5) Other Program Requirements. The agreement shall require the subreciptent to carry out each activity in compliance with all Federal laws and regulations described in subpart K of these regulations, except that (i) The subreciprent does not assume the recipient's environmental responsibilities described at Section 570 604, and (n) The subreciprent does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52 (6) Conditions for Religious Organizations. Where applicable, the conditions prescribed by HUB for the use of CDBG funds by religious organizations shall be included in the agn ement (7) SuMenstor and Termination. The agreement shall specify that, i" accordance with 24 CFR 85 43, suspension or termination may occur if the subrecipient materially fails to comply with any term of the award, and that the award may be terminated for convemence in accordance with 24 CFR 85 44 (8) Reversion of Assets. The agreement shall specify that upon its expiration the subrecipient shall transfer to the recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds It shall also include provisions to the use of CDBG funds It shall also include provisions designed to ensure that any real property under the subrecipienfs control that was acquired or unproved in whole or in part with CDBG funds in excess of $25,000 is either (i) Used to meet one of the national objectives in Section 570 208 until five years after expiration of the agreement, or for such longer period of time as determined to be appropriate by the recipient, or (it) Disposed of in a manner that results in the recipient's being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property (Reimbursement is not required after the period of time specified in paragraph (b) (8) (1) of this section ) ATTACHMENT "D" 24 CFR § 570 504 (a) Recording Program Income, The receipt and expenditure of program income as defined in Section 570 500(a) shall be recorded as part of the financial transactions of the grant program (1) Program income received before grant closeout may be retained by the recipient if the income is treated as additional CDBG funds subject to all applicable requirements governing the use of CDBG funds (2) If the recipient chooses to retain program income, that income shall affect withdrawals of grant funds from the U S Treasury as follows (i) Program income in the form of repayments to, or interest earned on, a revolving fund as defined in Section 570 500(b) shall be substantially disbursed from the fund before additional cash withdrawals are made from the U S Treasury for the same activity (This rule does not prevent a lump sum disbursement to finance the rehabilitation of privately owned properties as provided for in Section 570 513 ) (u) Substantially all other program income shall be disbursed for eligible activities before additional cash withdrawals are made from the US Treasury (3) Program income on hand at the time of closeout shall continue to be subject to the eligibility requirements in Subpart C and all other applicable provisions of this part until it is expended (4) Unless otherwise provided in any grant closeout agreement, and subject to the requirements of paragraph (b)(5) of this section, income received after closeout shall not be governed by the provisions of tlus part, except that, if at the time of closeout the recipient has another ongoing CDBG grant received directly from HUD, funds received after closeout shall be treated as program income of the ongoing grant program (5) If the recipient does not have another ongoing grant received directly from HUD at the time of closeout, income received after closeout from the disposition of real property or from loans outstanding at the time of closeout shall not be governed by the provisions of this part, except that such income shall be used for activities 13iat meet one of the national objectives in Section 570 208 and the eligibility requirements described in Section 105 of the Act