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