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1998-343AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR TENANT-BASED RENTAL ASSISTANCE ADMINISTRATION PROGRAM, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE (BID # 2269 - TENANT-BASED RENTAL ASSISTANCE PROGRAM AWARDED TO FAIR-HAVEN, INC IN THE AMOUNT OF $ 79,196 00) WHEREAS, the City has sohclted, received and tabulated competitive b~ds for the purchase of necessary materials, equipment, supphes or services m accordance w~th the procedures of STATE law and City ordinances, and WHEREAS, the Cxty Manager or a designated employee has rewewed and recommended that the hereto described bids are the lowest responsible bxds for the materials, eqmpment, supplies or servmes as shown m the "Bid Proposals" submitted therefore, and WlHEREAS, the Cxty Councd has prowded ~n the Cxty Budget for the appropnatxon of funds to be used for the purchase of the materials, eqmpment, supphes or servmes approved and accepted here~n, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive b~ds for materials, eqmpment, supphes, or servmes, described in the "Bid Proposals" on file ~n the office of City's Purchasmg Agent filed according to the b~d number assigned hereto, are hereby accepted and approved as bexng the lowest responsxble bids for such ~tems BID ITEM NUMBER NO, CONTRACTOR AMOUNT 2269 ALL FAIRHAVEN, INC $79,196 00 SECTION II That the acceptance and approval of the above compet~tzve b~ds, the C~ty accepts the offer of the persons submitting the b~ds for such ztems and agrees to purchase the materials, eqmpment, supplies or servmes m accordance w~th the terms, specifications, standards, quantxtms, and for the spemfied sums contmned m the Bid Invitations, B~d Proposals, and related documents SECTION m That the Cxty and persons submitting approved and accepted items and of the submitted, bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awardang of the b~ds, the Cxty Manager or tus desxgnated representative ~s hereby authorized to execute the written contracts which shall be attached hereto, prowded that the written contract ~s ~n accordance w~th the terms, conditions, specfficatmns, standards, quantmes and specified sums contained' m the B~d Proposal and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above competitive b~ds, the C~ty Councd hereby authorizes the expenditure of funds therefor ~n the amount and ~n accordance w~th the approved b~ds or pursuant to a written contract made pursuant thereto as authorized hereto SECTION V That this ordinance shall become effective lmmedmtely upon ~ts passage and approval PASSED AND APPROVED th~s the ~/~~--/~ dayof ~~ ,1998 JACI~LLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 2269 FAIRHAVEN CONTRACT ORDINANCE 1999 - 2001 TENANT-BASED RENTAL ASSISTANCE ADMINISTRATION AGREEMENT BETWEEN THE CITY OF DENTON AND FAIRHAVEN, INCORPORATED Tins Contract is made and entered into by and between the City of Denton, a Texas mumclpal corporatton, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Fmrhaven, Inc, 2400 N Bell Avenue, 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 the National Affordable Housing Act of 1990, as amended, and WHEREAS, CITY has adopted a Consolidated Plan that includes a budget for such funds and included thereto an authorized budget for expenditure of funds for tenant-based rental assistance to be prowded to residents of the Fatrhaven Retirement Center, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the adrmmstratlon oft/us contract and all matters pertalmng thereto, and WHEREAS, CITY w~shes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the pames hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomphshment of the conditions hereinafter described I TERM Tins Contract shall commence on or as of January l, 1999, and shall terminate on January 1, 2001 II. RESPONSIBILITIES A CONTRACTOR hereby accepts the responsibility for the performance of all services and actlwtles, descnbed m the Work Statement attached hereto as Exhibit A, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herem B CONTRACTOR's executive director shall be CONTRACTOR's representative responsible for the management of all contractual matters pertalmng hereto, unless written notification to the contrary is received and approved by CITY The CITY's Commumty Development Administrator shall be CITY's representative responsible for the admunstratton of this contract Page 1 of 17 III CITY'S OBLIGATION A. Limit of Lmblllty. CITY will reunburse CONTRACTOR for expenses nneurred pursuant hereto m aeenrdance w~th the project budget nneluded as a part of Exbablt B Notwithstanding any other provnslon of the Contract, the total of all payments and other obbgatmns made or incurred by CITY hereunder shall not exceed the sum of $79,196 00 B. Measure of Liability. In conslderatnon of full and satnsfactory services and act~vntaes hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated hereto for all purposes as Exbablt B, subject to the limitations and prowsluns set forth m th~s Section and Section VII ofth~s Contract (1) CITY shall not be liable for any cost or port, un thereof winch (a) has been paid, reimbursed or ~s subject to payment or remabursement, from any other source, (b) was recurred prior to the begmmng date, or after the ending date specffied in Sectmn I, (c) ~s not m strict accordance w~th the terms of thru Contract, including all exbablts attached hereto, or (d) has not been billed to CITY wnthm tl~rty (30) calendar days following bnlllng to CONTRACTOR, or termmatnon of the Contract, whichever date ~s earlier (2) CITY shall not be liable for any cost or pomon thereof wtuch ns incurred with respect to any actlwty of CONTRACTOR requmng prior written authonzatnon from CITY, or after CITY has requested that CONTRACTOR furmsh data concermng such action prior to proeeedang further, unless and until CITY advises CONTRACTOR to proceed (3) CITY shall not be obligated or hable under tins Contract to any party other than CONTRACTOR for payment of any momes or prows~on of any goods or servmes IV COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR understands that fimds prowded to ~t pursuant to thts Agreement are funds that have been made available to CITY by the Federal Govemment Cci S Department of Housing and Urban Development) under the National Affordable Housing Act of 1990, as amended, ~n accordanee with an approved grant apphcatxon and specffic assurances Accorchngly, CONTRACTOR assures and certlftes that it will comply with the reqmrements of the Natxonal Affordable Housing Act of 1990 as amended and w~th regulatxons promulgated thereunder and codffied at 24 CFR Part 92 as the HOME Investment Partnershnps program The foregoing ns m no Page 2 of 17 way meant to constitute a complete compilation of all duties nnposed upon CONTRACTOR by law or admmastrattve mlmg, or to narrow the standards that CONTRACTOR must follow CONTRACTOR agrees to adm~mster a local tenant-based rental assistance program m comphanee with regulations at 92 209 CONTRACTOR wdl ensure that all households receiving Tenant-Based Rental Assistance ("TBRA") meet ehg~inhty criteria as stated ~n the City of Denton's Tenant Selection Policy and ~n the HOME regulations of 92 209 (c) Ftmdlng received under the contract will provide TBRA to very low income elderly and disabled households CONTRACTOR agrees to continue admtmstratlon of TBRA to each designated household for the length of the tenant assistance contract, regardless of change of residence CONTRACTOR agrees to Inform prospective TBRA pamclpants regarding their nghts under the program, ~ncluchng portainhty of the assistance w~thm jurlsdlctmnal boundaries Only households residing m the City of Denton's corporate lmuts may be provided with TBRA CONTRACTOR further assures and certifies that ~f the regulations and issuances promulgated pursuant to the Act are amended or revised, ~t shall comply with them, or not~fy CITY, as provided m Section XXI of tins Agreement CONTRACTOR shall abide by the conditions of and comply with the reqturements of the Office of Management and Budget C~mular Nos A-87, A-110 and A-122 CONTRACTOR shall comply with all laws of the Umted States of America and the State of Texas and orchnances of the City of Denton m the performance of this contract V REPRESENTATIONS A CONTRACTOR assures and guarantees that ~t possesses the legal authority, pursuant to proper, appropriate and official motion, resolution or action passed or taken, to enter ~nto tins Contract B The person or persons signing and executing tins Contract on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute th~s Contract on behalf of CONTRACTOR and to vabdly and legally bind CONTRACTOR to all terms, performances and provmlons hereto set forth C CITY shall have the right, at its option, to e~ther temporanly suspend or permanently terminate tins Contract if there is a rhspute as to the legal authority of e~ther CONTRACTOR or the person s~grung the Contract to enter into ttus Contract CONTRACTOR shall pay to CITY any and all money it receives from CITY pursuant to tins Contract ~f CITY suspends or terminates tins Contract for the masons enumerated in this Section D, CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of tins Contract will m no way be substituted for funds and resources from other sources, nor m any way serve to reduce the resources, services, or other benefits winch would have been avmlable to, or prowded through, CONTRACTOR had this Contract not been executed Page 3 of 17 VI. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, adm~mster, and carry out all of the acUvltles and serwces set out m the Work Statement, attached hereto and ~ncorporated here~n for all purposes as Exhibit A, utilizing the funds as prowded m Exhthlt B, attached hereto and ~ncorporated herein for all purposes and in accordance w~th all other terms, provisions and reqmrements ofth~s Contract No modlficataons or alterations may be made in the Work Statement w~thout the prior written approval of the CITY's Commumty Development Adrmmstrator VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money not to exceed $79,196 00 for services rendered under th~s Contract CITY may pay these funds on a reimbursement basis to the CONTRACTOR w~thln twenty days after CITY has received supporting documentation Failure to request rmmbursement on a tunely bas~s, may jeopardize present or future funding B. Excess Payment CONTRACTOR shall refund to CITY within ten (10) working days of CITY's request, any sum of money wtuch has been prod by CITY and wluch CITY at any time thereafter determines (1) has resulted ~n overpayment to CONTRACTOR, (2) has not been spent strictly m accordance with the terms of this Contract, or (3) is not supported by adequate documentation to fully justafy the expendature C. Deobhgaflon of Funds In the event that actual expenthtures devaate from CONTRACTOR's prowslon of a correspondmg level of performance, as speeffied m Exhibit A, CITY hereby reserves the right to reappropnate or recapture any such under expended funds D. Contract Close Out CONTRACTOR shall subnnt the Contract close out package to CITY, together with a final expendtture report, for the t~me period covered by the last mvmce requesting reimbursement of funds under fins Contract, w~tlnn fifteen (15) working days following the close of the Contract period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR VIII WARRANTIES CONTRACTOR represents and warrants that A All reformation, reports and data heretofore or hereafter requested by CITY and fmmshed to CITY, are complete and accurate as of the date shown on the mformatmn, data, or Page 4 of 17 report, and, since that date, have not undergone any slgmficant change without written notme to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fmrly reflect the financial condttlon of CONTRACTOR on the date shown on smd report, and the results of the operatton 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 ht~gat~on or legal proceedings are presently pending or threatened against CONTRACTOR D None of the prows~ons 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 E CONTRACTOR has the power to enter into this Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of thts Contract F None of the assets of CONTRACTOR are subject to any hen or encmnbrance of any character, except for current taxes not dehnquent, except as shown in the financial statements furnished by CONTRACTOR to CITY Each of these representations and warranties shall be continmng and shall be deemed to have been repeated by the subnussion of each request for payment IX. COVENANTS During the period of t~me that payment may be made hereunder and so long as any payments remain unllqmdated, CONTRACTOR shall not, without the prior written consent of CITY's Executtve Director of Planning and Development or his authorized representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acqmred by it, or permit any pre- emsttng mortgages, hens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR wluch are allocated to the performance of tbas 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 a substantial part of its assets, (4) Make any advance or loan to, or incur any habthty for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser, or Page $ of 17 (5) Sell, donate, loan or transfer any equipment or item of personal property purchased w~th funds prod to CONTRACTOR by CITY, unless CITY authorizes such transfer CONTRACTOR shall, upon wrttten request by CITY, require its employees to attend training sessions sponsored by the Commumty Development Office X ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly in the performance of and in comphance with flus Contract and In conformance with the standards and promsions set forth in Exhibits A and B B Approval of CONTRACTOR's budget, Extubit B, does not constitute prior written approval of the expen&ture of funds, even though certain items may appear therein CITY's prior written authorization is required in order for the following to be considered allowable costs (1) Encumbrance or expenditure dunng any one month penod which exceeds one-fiRh (1/5) of any budgeted line items for costs as spemfied in Exhibit B, (2) CITY shall not be obhgated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract senqce extending beyond the expiration of tins Contract, (3) Out of town travel, (4) Any alterations or relocation of the factht~es on and in which the act~wt~es specified in Exlublt A are conducted, (5) Any alterations, deletions or additions to the Personnel Schedule incorporated m Extnblt B, (6) Costs or fees for temporary employees or services, (7) Any fees or payments for consultant services, or (8) Fees for attending out of town meetings, seminars or conferences Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient t~me to pernnt a thorough review by CITY Contractor must obtmn written approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property Any procurement or purchase which may be approved under the terms of this Contract must be conducted in its entirety in accordance w~th the provisions of this Contract Page 6 of 17 XI MAINTENANCE OF RECORDS A CONTRACTOR agrees to mmntmn records that w~ll prowde accurate, current, separate, and complete chselosure of the status of the funds received under th~s Contract, m comphanqe with the provisions of Exbablt B, attached hereto, and with any other apphcable Federal and State ,regulatmns estabhshmg standards for fmancml management CONTRACTOR's record system shall contmn sufficient documentation to prowde m detail full support and justification for each experichture Notl~ng m tl~s Sectmn shall be construed to reheve CONTRACTOR of fiscal accountablhty and habthty under any other provision of thxs Contract or any apphcable law CONTRACTOR shall include the substance of tl~s prows~on m all subcontracts B CONTRACTOR agrees to retmn all books, records, documents, reports, and written accounting pohcles and procedures pertmnmg to the operation of programs and expenchtures of funds under this Contract for the period of tame and under the condltmns specified by CITY C Nothing m the above subsections shall be construed to relieve CONTRACTOR of responsibility for retmmng accurate and current records wbaeh clearly reflect the level and benefit of services prowded under th~s Contract D At any reasonable tLme and as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, or any of its anthonzed representatives, all of its records and shall permit CITY, or any of ~ts authorized representatives to audit, examine, make excerpts and cop~es of such records, and to conduct audits of all contracts, mvolces, materials, payrolls, records of personnel, conditions or employment and all other data requested by smd representanves XII. REPORTS AND INFORMATION At such t~mes and m such form as CITY may reqmre, CONTRACTOR shall furnish such statements, records, data and mformatmn as CITY may request and deem pertinent to matters covered by this Contract CONTRACTOR shall submat quarterly beneficmry and financial reports to CITY no less than once each three months, w~th the first reports due on or before March 30, 1998 The beneficing3, report shall detml ehent ufformanon, including race, mcome, and other stat~stms reqmred by CITY The finaneml report shall include ~nformataon and data relative to all programn~ane and fmaneml reporting as of the begmmng date specified m Section I oftbas Contract Unless a written exemption has been granted by the CITY, CONTRACTOR shall subrmt an ancht conducted by independent exarmners w~thm ten (10) days after receipt of such Page 7 of 17 XIII. MONITORING AND EVALUATION A CITY shall perform on-s~te momtonng of CONTRACTOR's performance under tins Contract B CONTRACTOR agrees that CITY may carry out momtonng and evaluataon aet~wt~es to ensure adherence by CONTRACTOR to the Work Statement winch ~s attached hereto as Exinb~t~A, as well as other prows~ons of flus Contract C, CONTRACTOR agrees to cooperate fully with CITY ~n the development, implementation and mmntenance of record-keeping systems and to prowde data detomuned by CITY to be necessary for CITY to effectively fulfill its momtonng and evaluation respons~bthtles D CONTRACTOR agrees to cooperate m such a way so as not to obstruct or delay CITY m such momtonng and to designate one of ~ts staff to coordinate the momtonng process as requested by CITY staff E After each official momtormg v~s~t, CITY shall provide CONTRACTOR with a wntten report ofmomtonng finchngs F CONTRACTOR shall submit cop~es of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~tinn five (5) working days of receipt by CONTRACTOR XIV. DIRECTORS' MEETINGS Dunng the term of flus Contract, CONTRACTOR shall cause to be dehvered to CITY copies of all notices of meetings of ~ts Board of D~rectors, se~ng forth the time and place thereof Such nottee shall be dehvered to CITY m a ttmely manner to gtve adequate noUee, and shall melude an agenda and a brief descnptlon of the matters to be discussed CONTRACTOR understands and agrees thqt CITY representatives shall be afforded access to all of the Board of D~reetors' meetings l~nutes of all meetings of CONTRACTOR's govermng body shall be ava~lshle to CITY w~flun ten (10) wurlang days of approval INSURANCE A. CONTRACTOR shall observe sound busmess practices w~th respect to provldmg such bonding and msuranee as would prowde adequate coverage for services offered under tins Contract B. CONTRACTOR shall obtmn, for the premises on and in which the act~wtles described m Exinb~t A are conducted, and for the employees conducting these act~vltues, premise habthty insurance, commonly referred to as "Owner/Tenant" coverage, w~th CITY named as an Page 8 of 17 addatlonal insured Upon request of CONTRACTOR, CITY may, at ~ts sole (hscretlon, approve alternate insurance coverage arrangements C CONTRACTOR will comply with apphcable workers' compensation statutes and will obtain employers' liability coverage where avmlable and other appropriate hablhty coverage for program partacapants, ~f applicable D CONTRACTOR wall mmntam adequate and continuous habthty insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to drive a velucle m the normal scope and course of thear employment must possess a valid Texas driver's hcense and automobile llabllaty ansurance Ewdence of the employee's current possession of a vahd hcense and insurance must be malntmned on a current bas~s in CONTRACTOR's files E Actual losses not covered by insurance as reqmred by thas Section are not allowable costs under this Contract, and remmn the sole responslbthty of CONTRACTOR XVI EQUAL OPPORTUNITY A CONTRACTOR shall submit/'or CITY's approval a written plan for comphance w~th the Equal Employment and Affirmative Actmn Federal prowslons, wltlun thirty (30) days of the effective date of this Contract B CONTRACTOR shall comply w~th all apphcable equal employment opportumty and affirmative action laws or regulataons C CONTRACTOR wull furnish all information and reports requested by the CITY, and will penmt access to its books, records, and accounts for purposes of ~nvestigatlon to ascertmn comphance with local, state and Federal rules and regulations D In the event of CONTRACTOR's non-comphance with the non-chscnmanat~on reqmrements, C~ty may cancel or terminate the Contract in whole or in part, and CONTRACTOR may be barred from further contracts with CITY XVII PERSONNEL POLICIES CONTRACTOR shall estabhsh and mmntam personnel pohcles whmh shall be avmlable for examanatton Such personnel policies shall A Be no more hberal than CITY's personnel pohmes, procedures, and practtces, Including pohmes w~th respect to employment, salary and wage rates, working hours and holidays, fnnge benefits, vacation and sink leave pnwleges, and travel, and B, Be m writing and shall be approved by the governing body of CONTRACTOR and by CITY Page 9 of 17 XVIII CONFLICT OF INTEREST A CONTRACTOR covenants that neither ~t nor any member of ~ts govermng body presently has any interest, d~rect or md~rect, winch would conflict m any manner or degree w~th the performance of services reqmred to be performed under tins Contract CONTRACTOR further covenants that m the performance of this Contract, no person having such interest shall be employed or appointed as a member of~ts govermng body B CONTRACTOR further covenants that no member of ~ts govermng body or its staff, subcontractors or employees shall possess any ~nterest m or use Ins position for a purpose that ~s or g~ves the appearance of being mottvated by desire for private gmn for Inmself, or others, parttcularly those w~th winch he has fan~ly, bus~ness, or other Ues C No officer, member, or employee of CITY and no member of ~ts govermng body who exercises any function or respons~inhtms m the rewew or approval of the undertalang or carrying out of tl~s Contract shall (1) partm~pate ~n any demsmn relating to the Contract whmh affects Ins personal interest or the ~nterest ~n any corporation, partnersinp, or assomat~on ~n winch he has d~rect or md~reet ~nterest, or (2) have any ~nterest, direct or ~nd~rect, in tins Contract or the proceeds thereof XIX. NEPOTISM CONTRACTOR shall not employ ~n any prod capacity any person who ~s a member of the ~mmedmte farmly of any person who is currently employed by CONTRACTOR, or ~s a member of CONTRACTOR's governing board The term "member of ~mmedmte family" mcludes w~fe, husband, son, daughter, mother, father, brother, sister, ~n-laws, aunt, uncle, nephew, ruece, step-parent, step-cinld, half-brother and half-s~ster FUNDING APPLICATIONS CONTRACTOR agrees to not~fy CITY each Ume CONTRACTOR ~s prepanng or suinmttlng any apphcat~on for funding for the program described in Exhibit B ~n accordance with the following procedures A When the apphcat~on is m the planning stages, CONTRACTOR shall submit to CITY a description &the funds being apphed for, and the proposed use of funds B Upon award of or notme of award, winchever is sooner, CONTRACTOR shall notify CITY of such award and the effect, ff any, of such ftmdlng on the funds and program(s) contracted hereunder Such notice shall be subn~tted to CITY, ~n writing, w~tinn ten (10) wodong days of r~ce~pt of the notice of award or funding award by CONTRACTOR, together w~th cop~es of the budget, program deacnpt~on, and contract Page 10 of 17 C CONTRACTOR shall not use funds provided hereunder, either directly or ~ndlrectly, as a contnbutaon, or to prepare apphcataons to obtmn any federal or private funds under any federal or private program w~thout the prior written consent of CITY XXI. CHANGES AND AMENDMENTS A Any alterataons, add~tions, or deletions to the terms of tins Contract shall be by written amendment executed by both partaes, except when the terms of tbas Contract expressly prowde that another method shall be used B CONTRACTOR may not make transfers between or among approved llneqtems wittun budget categories set forth m Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision m a form prescribed by CITY, and such request for revision shall not increase the total monetary obhgat~on of CITY under tbas Contract In addltaon, budget revisions cannot slgmficantly change the nature, intent, or scope of the program funded under this Contract C CONTRACTOR will subnut revised budget and program mformataon whenever the level of funding for CONTRACTOR or the program(s) described herein is altered according to the total levels contained m any po~on of Exhibit B D It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulaUons pursuant hereto may occur dunng the term of this Contract Any such modlficataons are to be automatmally incorporated into tlus Contract w~thout 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 tame to t~me dunng the term of the Contract, request changes ~n ExbabltA, wbach may include an increase or decrease in the amount of CONTRACTOR's compensation Such changes shall be incorporated m a written amendment hereto, as provided ~n Subsectaon A ofttus Sectaon F Any alterattons, deleUons, or additions to the Contract Budget Detml ~ncorporated in Exhibit B shall reqmre the prior written approval of CITY G. CONTRACTOR agrees to noUfy CITY of any proposed change m physical location for work performed under thru Contract at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or govermng board composttaon I It is expressly understood that neither the performance of Extub~t A for any program contracted hereunder nor the transfer of funds between or among smd programs will be permitted Page 11 of 17 XXII SUSPENSION OF FUNDING Upon determmaUon by CITY of CONTRACTOR's failure to twaely and properly perform each of the requirements, t~me conditions and duties prowded hereto, CITY, without hmltmg any rights it may otherwise have, may, at its dtseretlon, and upon ten (10) workdng days written not, ce to CONTRACTOR, withhold further payments to CONTRACTOR Such not,ce may be given by mai1 to the Executive Officer and the Board of Directors of CONTRACTOR The notice shall set forth the default or failure alleged, and the action reqmred for cure The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but m no event shall it exceed flurry (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 eomphanee status and paid all eligible funds withheld or impounded dunng 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 terrmnate flus Contract with cause for any of the following reasons (1) CONTRACTOR's failure to attain compliance dunng any prescribed period of suspension as prowded m Seetton XXI[ (2) CONTRACTOR's v~olatlon of covenants, agreements or guarantees of this Contract (3) Termination or reduction of fundang by the Umted States Department of Housmg and Urban Development (4) Finding by CITY that CONTRACTOR (a) is in such unsattsfactory financial condition as to endanger performance under flus Contract, (b) has allocated ~nventory to flus Contract substantially exceeding reasonable requirements, (c) is delinquent m payment of taxes, or of costs of performance of this Contract m the ordinary course of business (5) Appointment of a trustee, receiver or hqmdator for all or substantsal part of CONTRACTOR's property, or mstatut~on of bankruptcy, reorgamzatlon, rearrangement of or hqtudatlon procee(hngs by or against CONTRACTOR Page 12 of 17 (6) CONTRACTOR's lnahillty to conform to changes required by Federal, State and local laws or regulations as provided in Section IV, and Section XXI (D), of this Contract (7) The comm~ssmn of an act of bankruptcy (8) CONTRACTOR's violation of any law or regulation to which CONTRACTOR ~s bound or shall be bound under the terms of the Contract CITY shall promptly notify CONTRACTOR m writing of the dec~slon to terminate and the effective date of termmation S~multaneous notme of pendmg termination maybe made to other fundang sources specffied in Exhibit B B CITY may terminate this Contract for convemence at any time If this Contract is tenmnated by CITY for convenience, CONTRACTOR will be pad 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 serwces of CONTRACTOR covered by the Contract, less payments previously made C CONTRACTOR may terminate this Contract ~n whole or in part by written notice to CITY, if a termmation of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, w~thn the hnutations of this Contract, to seek an alternative fundmg source, with the approval of CITY, provided the termination by the outside funchng source was not occasioned by a breach of contract as defined hereto or as defined m a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Contract upon the d~ssolution of CONTRACTOR's orgamzation not occasioned by a breach of this Contract D Upon receipt of notice to terminate, CONTRACTOR shall cancel, w~thdraw, or otherwme tenmnate 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 obhgatlons whatsoever incurred after the termination date E Notwlthstanchng any exercise by CITY of its nght of suspension or termination, CONTRACTOR shall not be relieved of hablhty to CITY for damages sustaned by CITY by wrtue of any breach of the Contract by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY fi-om CONTRACTOR is agreed upon or otherwise determined XXIV NOTIFICATION OF ACTION BROUGHT In the event that any clam, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity aganst CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY w~thm two (2) working days after being notified of such clam, demand, suit or other action Such notice shall state the date and hour of notification of any such Page 13 of 17 clmm, demand, stat or other action, the names and addresses of the person(s), firm, corporation or other entity malang such clatm, or that instituted or threatened to ~nstltute any type of action or proceeding, the basis of such clama, action or proceeding, and the name of any person(s) against whom such cloam is being made or threatened Such written notice shall be delivered either personally or by mml XXV. INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that CITY is contracting w~th 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 land, 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 m 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, attorneys fees, expenses, and hablhty 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 or employees XXVI MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign ttus Contract or any interest therein, or any clmm arising thereunder, to any party or parties, bank, trust company or other financial mst~tutlon without the prior written approval of CITY B If any provision of tins Contract is held to be lnvahd, illegal, or unenforceable, the remaining prowslons shall remain in full force and effect and conttnue to conform to the original intent of both parttes hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to ms.st m any one or more instances upon the terms and conditions oftlus Contract constatute or be construed m any way to be a wmver by CITY of any breach of covenant or default which may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or ormsslon m any manner ~mpmr or prejudice any right, power, pnwlege, or remedy avmlable to CITY to enforce ~ts nghts hereunder, which rights, powers, pnwleges, or remedies are always specffically preserved No representative or agent of CITY may wmve the effect of tbas prowslon D Th~s Contract, together with referenced exlublts and attachments, constitutes the entire agreement between the parties hereto and may not be altered, mochfied or amended unless such alteration, mochficat~on or amendment is m writing signed by both pames E. In the event any d~sagreement or dispute should arise between the parties hereto pertmmng to the interpretation or meaning of any part of tlus Contract or its govermng rules, codes, Page 14 of 17 laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of comphance, will have the final anthonty to render or to secure an interpretation F For purposes of th~s Contract, all official commumcatlons and notices among the part~es shall be deemed made as of the date totaled ~f sent postage prod to the parties and address set forth below TO CITY TO CONTRACTOR C~ty Manager ~ ~n ~ o. '~o ~l~ ri5 City of Denton Fatrhaven, Inc 215 E MeKmney St 2400 N Bell Avenue Denton, Texas 76201 Denton, Texas 76201 ~eOr~ W~rN~SS OF W.IC. =s Contract has been exeonted on t~is the -dOm day or b~/~ ,1998 CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY FAIRHAVEN, 1NC ATTEST SECRETARY Page 15 of 17 EXHIBIT "A" WORK STATEMENT Fturhaven, Incorporated Retarement Center Fmrhaven, Inc Retarement Center as a nonprofit retirement facahty for low and moderate ~ncome elderly persons The Center has mne umts with rental subsidies from the US Department of Housing and Urban Development (HUD) Two additional rental subsidies are provided through the Fmrha~van Foundatxon City of Denton HOME program fundang will provade no less that sax subsidies Ifor very low income households and no less than two subsadaes for persons w~th dlsablhtaes Households may choose to reside in the Fmrhaven Retirement Center or other standard rental tm~ts w~th~n the corporate hmats of the City of Denton The following ~s a list of act~mtxes that the CONTRACTOR agrees to implement 1 Accept referrals of very low income elderly and disabled apphcants an need of rental assistance 2 Provade prehmmary screening of referrals to evaluate ehglbflaty for TBRA assastance 3 Certify that all assasted households meet the Caty of Denton's Tenant Selection Policy standards 4 Mmntmn a wmtmg hst of applicants for referral 5 Market the program affirmatively 6 Ensure that all contract rents under the program are reviewed and approved by HUD and the C~ty of Denton 7 Wher~ possable, prowde addatlonal servmes to assast elderly and thsabled partmapants in mmnta~mng their mdependent hwng status 8 Mmntam appropriate documentanon of the TBRA program and submat smd documentation to the C~ty upon request 9 Allow reasonable on-sate momtonng by representatives of the CITY and the US Department of Housing and Urban Development 10 Mmntmn comphance w~th HOME program regulations codified at 24 CFR Part 92 Page 16 of 17 EXHIBIT "B" BUDGET Falrhaven Incorporated, Retirement Center Rental Subsidy Payments $74,346 Program Administration $ 4,850 (Includxng but not hmlted to salaries, advertxsxng, supplies, telephone, postage) Total Budget $79,196 Page 17 of 17