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1998-439AN 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 Falrhaven, In¢, Rettrement Center to provide for improvements to the semor housing faethty noted therein SECTION II That the City Council hereby authorizes the expen&ture of funds 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 ttus the /,.9r~72/~ dayof ~~ , 1998 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM AGREEMENT BETWEEN THE CITY OF DENTON AND FAIRHAVEN, INCORPORATED, RETIREMENT CENTER Ttus Agreement is made and entered into by and between the City of Denton, Texas, a mumcipal corporation, actmg by and through its City Manager, pursuant to ordinance, heremat~er referred to as CITY, and F~urhaven, Incorporated, Retirement Center, 2400 N Bell Avenue, Denton, Texas, 76201, a non-for-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received eertmn funds from the U S Department of Housing and Urban Development under Title I of the Housing and Cormnumty Development Act of 1974, as amended, and WHEREAS, CITY has adopted a budget for such funds and included therein an anthonzed budget for expenditure of funds for improvements to the semor housing facility at 2400 N Bell Aveune WHEREAS, CITY has designated the Commumty Development Dlws~on of the Planmng and Development Department as the division responsible for the admnustraUon oftfus Agreement and all matters pertaunng 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 eonditmns hereinafter dasenbed I. TERM Ttus agreement shall commence on or as of October 1, 1998, and shall terrmnate on December 31, 2008, unless adjusted by CITY Request for such an adjustment must be m writing and is to be submitted to the City's Commumty Development Division, 100 W Oak, State 208, Denton, Texas, 76201 II. RESPONSIBILITIES CONTRACTOR hereby accepts responsibfl~ty for ensunng the proper completion of all construcUon and repair actlvltmS description in the Description of Improvements attached hereto as Attachment "A", m a satisfactory and efficient manner as determined by CITY, m acco,xtance w~th the terms here~n 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 notlfieaUon to the contrary ~s received from CONTRACTOR, and, appro~ ed by CITY CITY's Community Development Adm~mstr ~tor will be the CITY's representative responsible for the admlmstratlon of flus Agreement III. CITY'S OBLIGATION A. Limit of Liability. CITY vail reimburse CONTRACTOR for expenses ~ncurred pursuant and ~n accordance vath the descnption of improvements attached hereto as Attachment "A" and incorporated herein by reference Notvathstanchng any otherlprowsmn of the Agreement, the total of all payments and other obhgatlons made or tncurred by CITY hereunder shall not exceed the sum of $23,294 B. Measure of Liability. In conslderat~on 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 m accordance vath an accepted schedule for performance payments, subject to the lnmtatlons and provisions set forth in this Section and Section VII of this Agreement (1) The pames expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Commumty Development Block Grant (CDBG) funds to meet CITY's habditleS under this Agreement If adequate funds are not avadable to make payments under this Agreement, CITY shall notify CONTRACTOR in wntlng within a reasonable time after such fact has been deternuned CITY may, at its option, either reduce the amount of its hahihty, as specified in Subsection A of this Section or tenmnate the Agreement. If CDBG funds eligible for use for purposes of th~s Agreement are reduced, CITY shall not be liable for further payments under this Agreement (2) It is expressly understood that this Agreement in no way obhgates 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 pnor to the beginning date, or after the enchng date specified in Section I, (c) is not in strict accordance vath the terms of tins 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 sba! not be liable for any cost or portion thereof which ,s incurred with respect :o any activity of CONTRACTOR requiring prior wntte.. authonzat~on from CITY, or after CITY has requested that CONTRACTOR furmsh data concerning such action pnor to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obligated or hable under tl~s Agreement to any party other than the general construction contractor who was the lowest reasonable b~dder and agreed upon by both the CITY and CONTRACTOR for payment of any momes or prov~s~on of any goods or services A CITY shall provide funds ~n an amount not to exceed $23,294 to assist CONTRACTOR ~n the ~mprovemants 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 l~nd, nature or description arising under tl~s Agreement or bom any source whatsoever C CITY shall comply w~th the HUD Office of Management and Budget C~rcular A-87 CITY shall be responsible for performing the enwrenmental rewew and momtonng the project for ¢omphanee w~th federal wage and labor reqmrements COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR understands that funds prowded to ~t pursuant to tins Agreement are funds which have been made avmlable to CITY by the Federal Government (U S Department of Housmg and Urban Development) under the Housing and Commumty Development Act of 1974, as amended, m accordance w~th an approved Grant Apphcat~on and specific assurances Accordingly, CONTRACTOR assures and certifies that ~t w~ll comply w~th the reqmrements of the Housmg and Commumty Development Act of 1974 (P L, 93-383) as amended and w~th regulations promulgated thereunder, and codified at 24 CFR 570 The foregoing xs m no way meant to constitute a complete compilation of all duties ~mposed upon CONTRACTOR by law or admlmstrat~ve ruling, or to narrow the standards winch CONTRACTOR must follow CONTRACTOR further agrees and certifies that ff the regulations promulgated pursuant to the Act are amended or rewsed, ~t shall comply w~th them, or notify CITY, as provided m Section XXIV of th~s Agreement CONTRACTOR agrees to ab~de by the conditions of and comply w~th the reqmrements of the Office of Mgnagement and Budget C~rculars Nos A-110 and A-122 B CONTRACTOR shall comply w~th all apphcable federal laws, laws of the State of Texas and ordmances of the C~ty of Denton As a recipient of pubhc funds, CONTRACTOR agrees to ab~de by We requirements of the Texas Pubhc Information Act ~n handhng requests by members oft ~e pubhc for mformaUon As a further consequence of ~ts receipt of publ,¢ funds, COlqrRACTOR agrees that all purchases of ~,~tenals, supphes, and other gv,~ds pursuant to tin, Agreement shall comply w~th the prov, ,~ons of Chapter 252 of the Texas Local Government Code, and CITY agrees to cooperate w~th CONTRACTOR ~n facilitating such purchases REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authonty, pursuant to any proper, appropnate and official motion, rasolutlon or action passed or taken, to enter into tlus Agreement B The person or persons sigmng and executing flus Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully anthonzed by CONTRACTOR to execute tins 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 tins Agreement CONTRACTOR is liable to CITY for any money it has received fi.om CITY for performance of the provisions of this Agreement if CITY has suspended or terminated flus Agreement for the reasons enumerated in tins Se, cHon D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of flus Agreement will in no way be substituted for funds and resources fi.om other sources, nor in any way serve to reduce the resources, services, or other benefits wluch 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 m Article II 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 repmrs to the Fatrhaven Retirement Center facility F CONTRACTOR shall continue to utihze the facility at 2400 N Bell Avenue, Denton, Texas for a mimmum of ten years after improvements are completed to provide affordable housing for low and moderate income elderly households G CITY is the only agent anthonzed 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 m wntmg with the signature of CITY's City Manager, Mayor, or Commumty Development Admimstrator, 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 furmshed to CITY, are complete and accurate as of the date shown on the reformation, data, or report, and, since that date, have not undergone any slgmficant change without written notice to CITY B Any supporting financlal 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 smd report, and the results of the operation for the period covered by the report, and that since smd 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 w~th the authonty under which CONTRACTOR is doing business or with the prows~ons 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 ttus Agreement F None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not dehnquent, except as shown in the financial statements furmshed 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 Dunng the period of time that payment may be made hereunder and so long as any payments remain unhquldated, CONTRACTOR shall not, without the pnor written consent of the Community Development Admlmstrator 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 ~t, 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 ofttus Agreement and with respect to which CITY has ownership hereunder (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or clams for money due or to become due (3) Sell, convey, or lease all or substatlLlal part of its, ssets (4) Make any advance or loan to, or ,'acur any liability for any other firm, person, entlty or corporation as guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or ~tem of personal property purchased w~th funds prod to CONTRACTOR by CITY, unless CITY authorizes such transfer B Should CONTRACTOR use funds received under ttus Agreement to acqmre or ~mprove real property under CONTRACTOR's control, CONTRACTOR agrees and covenants (1) That the property shall be used to meet one of the national object~ves stated m 24 CFR 570 until September 30, 2008 (2) That should CONTRACTOR transfer or otherwise d~spose of smd property on or before September 30, 2008, CONTRACTOR shall reimburse CITY m the amount of the fmr market value of th~s property less any pomon of the value atmbutable to expenditures of non-CDBG funds for acqms~t~on of, or tmprovement to, the property C CONTRACTOR agrees, upon written request by CITY, to reqmre ~ts employees to attend trmmng sessions sponsored by the Commumty Development Office VIII. PROGRAM INCOME A For purposes of th~s Agreement, program ~ncome means earmngs of CONTRACTOR reahzed from act~wt~es resulting from th~s Agreement or from CONTRACTOR's management of fundmg prowded or received hereunder Such earnings include, but are not hrmted to, raceme from mterest, usage or rental or lease fees, raceme produced from contract-supported servmes of md~wduals or employees or from the use or sale of extmpment or faclhttes of CONTRACTOR prowded as a result of th~s Agreement, and payments from ehents or third parties for services rendered by CONTRACTOR under th~s Agreement B CONTRACTOR shall mmntam records of the receipt and d~spos~t~on of program mco~e m the same manner as reqmred for other contract funds, and reported to CITY m the format prescribed by CITY CITY and CONTRACTOR agree, based upon adwce received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for servmes performed by CONTRACTOR shall be spent only for servme prows~on These fees or other program income xanll be deducted from the regular reunbursoment request C CONTRACTOR shall include th~s Section m ~ts entirety m all of ~ts sub- contracts whtch revolve other raceme-producing services or act~wt~es D It ~s CONTRACTOR's responsibility to obtmn from CITY a phc, detertmnat~on as to whethe~ or not raceme arising d~rectly or indirectly from ttus Agreement, or the performance thereof, constitutes program ~ncome CONTRACTOR ~s responsible to CITY for the repayment of any and all amounts determined by CITY to be program raceme, unless otherwise approved m writing by CITY IX. MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, currant, separate, and complete &sclosure of the status of the funds received under tins Agreement and with any other applicable Federal and State regulations estabhshmg standards for financial management CONTRACTOR's record system shall contain sufficient documentation to prowde m detail full support and justification for each expen&ture Notinng m this Section shall be construed to relieve CONTRACTOR of fiscal accountability and hainhty under any other pmwsion of tins Agreement or any applicable law CONTRACTOR shall include the substance of tins proxasion m all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertatmng to the operation of programs and expenditures of funds under flus Agreement for the period of tune and under the conditions specified by CITY C Nothing in the above subsections shall be construed to reheve CONTRACTOR of respons~inhty for retaining accurate and current records winch clearly reflect the level and benefit of services provided under tins Agreement D At any reasonable tune and as often as CITY may deem nacessary, CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records, and shall pemut CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct auchts of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data relating to the program requested by smd representatives REPORTS AND INFORMATION At such times and in such form es CITY may require, CONTRACTOR shall fiamsh such statements, records, data and Information as CITY may request and deem pertinent to matters covered by tins Agreement CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The benefimary report shall detail ehent mformatmn, mcludmg race, income, female head of household and other statistics reqmred by CITY The financial report shall include reformation and data relative to all programmatic and financial reporting as of the beginning date specified in Seetmn I of tins Agreement Unless a wntteu exemption h~ s been granted by the CITY, CONTRACTOR shall submit an audit cond ~;ted by independent examiners to CITY within ten (10) d ~,'s afler receipt of such MONITORING AND EVALUATION A CITY may perform on-sate momtonng of CONTRACTOR's performances under th~s Agreement B CONTRACTOR agrees that CITY may carry out momtonng and evaluation act~vltaes to verify adherence by CONTRACTOR to the Work Statement attached hereto as Attachment "A", as well as other provasmns of tins Agreement C CONTRACTOR agrees to cooperate fully w~th CITY in the development, lmplementatlon and moantenance of record-keepang systems and to prowde data determaned by CITY to be necessary for CITY to effeetavely fulfill ats momtonng and evaluataon efforts D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY ~n such momtormg and to desagnate one of ats staff to eoorchnate the momtonng process as requested by CITY staff E After each officml momtonng WSlt, CITY shall prowde CONTRACTOR with a written report ofmomtormg finchngs F CONTRACTOR shall submat copaes of any fiscal, management, or andat reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~thln five (5) worlong days of reeeapt by CONTRACTOR XII. DIRECTORS' MEETINGS During the terms of flus Agreement, CONTRACTOR shall cause to be dehvered to CITY copaes of all not~ees of meetings of ars Board of D~rectors, settang forth the tame and place thereof Such notace shall be dehvered to CITY in a t~mely manner to g~ve adequate horace, and shall mclude an agenda and a brief description of the matters to be daseussed CONTRACTOR understands and agrees that CITY representataves shall be afforded aeceas to all of the Board of D~rectors' meetings Minutes of all meetings of CONTRACTOR's govemmg body shall be available to CITY wathm ten (10) working days of approval XIII. INSURANCE A CON ~RACTOR shall observe sound busaness practaces wat', respect to l~aowdang such bonding and ~nsurance as would prowde adequate coverage for servaces o~ered under tins A,,-reement B The p~emases on and m wfuch the aetavltxes described m Attachr aent "A" are conducted, and the employees conducting these act~wtaes, shall be covered by premises llablhty 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 appheable workers' eompensaUon statutes and will obtain employers' liability coverage where avoalable and other appropriate liability coverage for program participants, if applicable D CONTRACTOR will mamtmn adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmrad to drive a veincle 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 heense and insurance must be malnta~ned on a current basis in CONTRACTOR's files E Actual losses not covered by insurance as reqmred 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 winch requires that CITY and CONTRACTOR be notified m writing of any cancellation of change m the policy at least thru'3' (30) days prior to such change or cancellation XIV EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a wntten plan for compliance with the Equal Employment and Affirmative Action Federal provisions, witlun tturty (30) days of the effective date of tins Agreement B CONTRACTOR shall comply with all appheable equal employment opportunity end affirmative action laws or regulations C CONTRACTOR will furmsh all reformation end reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of lnvestlgaUon to ascertain compliance with local, state and Federal rules and regulations D In the event of CONTRACTOR's non-comphanee with the non-chscnmmation requirements, CITY may cancel or terrmnate the Agreement m whole or m part, and CONTRACTOR may be barred from further contracts with CITY XV. PERSONNEL POLICIES Persvnnel policies shall be established by CO"qTRACTOR and ~hall be available for examination Such personnel policies shall A Be no more liberal than CITY's personnel pohcles, procedures, and practices, lncludmg policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be m writing and shall be approved by the govermng body of CONTRACTOR and by CITY XVI. CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its govermng body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services requtred 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 govermng body B CONTRACTOR further covenants that no member of its govermng 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 gain 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 govermng body who exercises any function or responslblhUes in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate m any decision relatmg 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 prod 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 govermng board The term "member of immediate family" mctudes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-roster XVIII. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR here ander shall be used, either directly or indirectly, for any political actl,,i*y (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, mmntenance or adrmmstratlon, or be utilized so as to benefit m any manner any sectarian or rehglous facility or activity XIX. PUBLICITY A Where such action is approprmte, CONTRACTOR shall pubhc~ze the activities conducted by CONTRACTOR under tins Agreement In any news release, sign, brochure, or other advertising medium, dxssermnat~ng 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 otherwtse specffically provided in tlus Agreement When material not originally developed ~s included m a report, the report shall identify the source m the body of the report or by footnote Th~s provision is apphcable when the material is m a verbatim or extensive paraphrase format All pubhshed material submitted under ti'as project shall include the following reference on the front cover or title page Tlus document m prepared in accordance with the City of Denton's Community Development Block Grant Program, wxth fundxng received from the Umted States Department of Housing and Urban Development C AIl 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 submxtted by CONTRACTOR shall become the property of CITY upon receipt XX. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR ~s prepanng or submxttmg any application for funding m accordance wlth the following procedures A When the application is m the planmng 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 at ard, whichever ~s sooner, CONTRACTOR ~hall notify CITY of such ~x~ard and the effect, ~f any, of such funding on the fund~ and program(s) contracted ,,¢reunder Such re,rice shall be submitted to CITY, m wr,tmg, wlthtn ten (10) worlong days of receipt of the notme of award or funding award by CONTRACTOR, together wlth copies of the budget, program description, and Agreement C CONTRACTOR shall not use funds provided hereunder, whether d~rectly or indirectly, as a contribution, or to prepare applications to obtmn any federal or private funds under any federal or private program vothout the prior written consent of CITY XXL 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 flus Agreement expressly provide that another method shall be used B CONTRACTOR shall request, in writing, budget revisions m a form prescribed by CITY, and such requests for revision shall not increase the total monetary obligation of CITY under flus Agreement In addition, budget revisions shall not slgmficantly change the nature, intent, or scope of the program funded under flus Agreement C CONTRACTOR will submit revised budget and program reformation, whenever the level of funding for CONTRACTOR or the program(s) descnbed herein is altered according to the total levels contained in any portlnn of flus agreement D It is understood and agreed by the parties hereto that changes m the State, Federal or local laws or regulat~uns pursuant hereto may occur duung the term of flus Agreement Any such modifications are to be automatically Incorporated rote flus Agreement vothout 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 xn personnel or govermng 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 smd 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 hereto, CITY, without lnmtang any rights it may otherwise have, may, at its discretion, and upon ten (10) worlong days written not,ce to CONTRACTOR, withhold further payments to COI'~CRACTOR Such notice may be given by mml to the Executive Officer and the Beard of Director ~ of CONTRACTOR The notice shall set iorth the defau't or fmlure alTeged, and the acUnn required for cure The period of such ~spenslon shall be of such du~,~t~on as is appropriate to accomplish corrective action, but m no event shall I exceed tbarty (30) calendar days At the end of the suspension period, xf CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded dunng the suspension period If however, CITY determines that CONTRACTOR has not come mto compliance, the provisions of SECTION XXIII may be effectuated XXIII. TERMINATION A CITY may terminate flus Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in fins paragraph (1) CONTRACTOR's fmlure to attmn compliance dunng any prescribed period of suspension as provlded in Section XXII (2) CONTRACTOR's violation of covenants, agreements or guarantees of th~s Agreement (3) Termination or reduction of funding by the Umted States Department of Housing and Urban Development (4) Flndmg by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under tlus Agreement, (b) has allocated mvantory to ttus Agreement substantially exceeding reasonable reqmrements, (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, reorgamzation, rearrangement of or hquldat~un proceedings by or agumst CONTRACTOR (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Sectxon IV, and Section XXI (D), of this Agreement (7) The commission of an act o£bankruptcy (8) CONTRACTOR's violation of any law or regulation to wbach CONTRACTOR is bound or shall be bound under the terms of the Agreement CIT t shall promptly notify CONTRACTOR in writing c the decxslun to terminate md the effectxve date of termination ?lmultaneous ~ot~ce of pending termination may be made to other funding source speci f ed B CITY may terminate this Agreement for convemence at any time If flus Agreement is terminated by CITY for convenience, CONTRACTOR w~ll be prod 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 sermces actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made C CONTRACTOR may terminate tins Agreement in whole or in part by written notice to CITY, if a termination of outside fundang occurs upon winch CONTRACTOR depends for performance hereunder CONTRACTOR may opt, w~tinn the lmutatlons of this 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 quastion CONTRACTOR may termmate tins Agreement upon the dissolution of CONTRACTOR's orgamzation, not occasioned by a breach ofth~s Agreement D Upon receipt of notice to tennmate, CONTRACTOR shall cancel, withdraw or otherwise tenmnate any outstanding orders or subcontracts wtuch relate to the performance of this Agreement CITY shall not be hable to CONTRACTOR or CONTRACTOR's crechtors for any expenses, encumbrances or obhgations, whatsoever, recurred after the termmation date hsted on the notice to terminate referred to in tins paragraph E Notwithstanding any exero~se by CITY of tis right of suspension or termination, CONTRACTOR shall not be relieved of habihty 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 ~s agreed upon or otherwise detenmned XXIV NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, stat or other action ~s made or brought by any person(s), finn corporation or other entity agmnst CONTRACTOR, CONTRACTOR shall l give written notice thereof to CITY wltlun two (2) workdng days after being notified of such clmm, demand, stat 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 clam, or that instituted or threatened to mstitute any type of action or proceedmg, the basxs of such claim, action or proc,edlng, and the name of any person(s) against whom such ctmm is bemg made or threatened Such written notice shall be delivered ~'ither personally or by mai XXV. I,NDEMNIFICATI ON It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an mdependent 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 fonds 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 tins Agreement, or any interest therein, or any clmm ansing thereunder, to any party or parties, bank, trust company or other financial institution without the pnor written approval of CITY B If any provision of tins Agreement is held to be invalid, illegal, or unenforceable, the remmmng provisions shall remmn in full force and effect and continue to conform to the original intent of both part~¢s hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or fiulure 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 lmpmr or prejudice any nght, power, prlvllege, or remedy available to CITY to enforce its nghts hereunder, winch rights, powers, privileges, or remedies are always specifically preserved No representative or agent of CITY may waive the effect of tins prowslon D Tins Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the part,es 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 occurnng dunng the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed m writing, and if appropriate, recorded as an amendment of ti'ns Agreement E In the event a'~y disagreeme, t or dispute should arise between the pa~'~les hereto pertmnmg to the ,~terpretatlon or meaning of any part of ttus Agreement or its governing rules, codes, laws, ordinances or regulations, CITY, as the party ultimately resp0nslble to HUD for matters of comphance, will have the final authonty to render or to secure an interpretation F For proposes of this Agreement, all official commumcat~ons and noUces among the parties shall be deemed made if sent postage paid to the part~es and address set forth below TO CITY TO CONTRACTOR C~ty Manager Director C~ty of Denton Fmrhaven Incorporated 215 E McKmney St 2400 N Bell Avenue Denton, Texas 76201 Denton, Texas 76201 G Tbas Agreement shall be interpreted in accordance w~th the laws of the State of Texas and venue of any ht~gat~on concerning thls Agreement shall be m a court competent junsthct~on s~ttlng ~n Denton County, Texas ~ WITN]ESS OF WHICH ttus Agreement has been executed on th~s the ~_~day of ~~J ,1998 CITY O~~/~ ~ ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY~TTORNEY BY___ _ EXECUTIVE DIRECTOR ATTACHMENT "A" DESCRIPTION OF IMPROVEIVIENTS Repatrs to the facflxty at 2400 N Bell Avenue can include but will not be hnuted to the following · renovation and convemon of five bathrooms i~om trachtmnal bathtubs w~th deteriorating tile walls to be replaced with walk-m shower umts and updated plumbmg, · replacement of emergency call system to reactivate as recommended by HUD, · correct tnppmg hazard m ramp area conneetmg two bml0angs, · r~place front door to faed~ty, and · install a water filtration system Total Project Budget $23,294 WORK STATEMENT Fmrhaven, Incorporated, Re~rement Center Services Fa~rhaven, Inc, Retirement Center ~s a nonprofit retirement £aclhty for low and moderate income elderly persons The C~nter has nme umts w~th rental subsidies from the U S Department of Housmg and Urban Development (HUD) Two rental subsidies are prowded through the Fa~rhaven Foundation Elderly residents are prowded w~th meals and homemaker s~rv~ces are available ATTACHMENT "B" 24 CFR § 570 ~05 The standards descnbed m this section apply to real property within the reclplent's control wtuch was acqmred or Improved m whole or in part using CDBG funds m 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 remp~ent's pamctpation m the entitlement CDBG program or, w~th respect to other recipients, until five years at~er the closeout of the grant from wluch 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 wluch the acqmsltion or improvement was made unless the recipient provides affected atlzens w~th reasonable not~ce of, and opportumty to comment on, any pwposed change, and either (1) The new use of such property qualifies as meeting one of the national object~ves m Section 570 208 and is not a bmldmg for the general conduct of government, or (2) The requirements tn paragraph (b) of tlus section are met (b) If the recipient detemunes, at,er consultation w~th affected cmzens, that it is appropriate to change the use of the pwperty to a use wtuch does not quahfy under paragraph (a)(1) of this section, ~t may retain or chspose of the property for the changed use if the reclplent's CDBG program ~s reimbursed ~n the amount of the current fmr market value of the property, less any portion of the value attributable to expenthtures of non-CDBG funds for acquisition of, and maprovements to, the property (c) If the change of use occurs aider closeout, the provisions governing income fi'om the disposition of the real property tn Section 570 504(b) (4) or (5), as applicable, shall apply to the use of funds rennbursed (d) Following the reimbursement of the CDBG program m accordance w~th paragraph (b) of tlus sectaon, 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 subremplent, the recipient shall sign a written agreement w~th the subreclplent The agreement shall remain m effect dunng any period that the subreclplent has conltol over CDBG funds, including pro- gram income (b) At a mammam, the written agreement w~th the subreciplent shall include proxqsions concermng 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 detml to provide a sound basis for the recipient effectively to momtor performance under the agreement (2) Records and Reuorts. The recipient shall specify in the agreement the pamcular records the submmplent must mamtmn and the particular reports the subreclpient must subnut in order to assist the recipient m meeting its recorclkeepmg and repo~ng requnrements (3) Proaram Income. The agreement shall include the program raceme requirements set forth m Section 570 504(c) (4) l, Jlllform Administrative R~mrements. The agreement shall reqmre the subreciplent to comply w~th apphcable amform admunstrat~ve requirements, as descnbed m Section 570 502 (5) Other Pm_m'~ Reomrements. The agreement shall require the subreclplent to carry out each actlwty m compliance with all Federal laws and regulataons described in subpart K of these regulations, except that 0) The subreciplent does not assume the reciplent's environmental responslinht~es descnbed at Section 570 604, and The subreclplent does not assume the reclpient's responsiinhty for watlatmg the remew process under the pmmslons of 24 CFR Part 52 (6) ¢gndit~ons for Rehmons Or~amzat~ons. Where apphcable, the conditions prescribed by HUB for the use of CDBG funds by religious orgamzat~ons shall be included m the agr~ ement (7) Susnensmr and Terrmnation. The agreement shall specify that, l'. accordance with 24 CFR 85 43, suspension or terrmnation may occur if the subrecipient materially fmls to comply with any term of the award, and that the award may be terminated for convemence m accordance with 24 CFR 85 44 (8) Reversion of Assets. The agreement shall spe. c~fy that upon tis expn'at~on the subremp~ant shall transfer to the recipient any CDBG funds on hand at the tune of explratton and any accounts recexvable atmbutable to the use of CDBG funds It shall also include pmxas~ons to the use of CDBG funds It shall also include pmvmons designed to ensure that any real property under the subreclp~ent's control that was acqmred or unproved m whole or m part vnth CDBG funds m excess of $25,000 ~s e~ther (0 Used to meet one of the national objecttves m Section 570 208 until five years after exptratlon of the agreement, or for such longer period of t~me as determined to be appropriate by the recipient, or 00 Dxsposed of m a manner that results m the rec~p~ent's being reimbursed m the amount of the current f/ur market value of the property less any pomon of the value attributable to expendttures of non-CDBG funds for aeqmsmon of, or unprovement to, the property (Rambursement ~s not reqmred after the period of tune specffied m paragraph (b) (8) (1) of ttus section ) ATTACHMENT "D" 24 CFR § 570 504 (a) Recorchn~ Pro~ram Income. The receipt and expenchture of program income as defined m Section 570 500(a) shall be recorded as part of the financial transactions of the grant program (b) Dl~posmon of Promam Income Received bv Recmlents. (1) Program income received before grant eloseout may be retained by the recipient if the income is treated as addmonal CDBG funds subject to all appheable reqmrements govermng the use of CDBG funds (2) If the recipient chooses to retmn program income, that income shall affect withdrawals of grant funds from the U S Treasury as follows O) Program income m the form of repayments to, or interest earned on, a revolving fund as defined m Sectton 570 500Co) shall be substantially disbursed from the fund before ad&t~onal cash withdrawals are made from the U S Treasury for the same activity (Tlus rule does not prevent a lump sum disbursement to finance the rehabilitation of privately owned propemes as provided for m Sectmn 570 513 ) (n) Substantaally all other program income shall be &sbursed for eligible actlw~es before ad&tlonal cash w~thdrawals are made from the U S Treasuvd (3) Program income on hand at the t~me of closeout shall continue to be subject to the ehglblhty requirements m Subpart C and all other applicable promslons of tlus part until it is expended (4) Unless othervase pmvlded m any grant closeout agreement, and subJeCt to the reqmremants of paragraph (b)(5) of this sectton, income received after closeout shall not be governed by the provisions of fins part, except that, if at the m-ne of closeout the recipient has another ongoing CDBG grant received directly fiom HUD, funds received after eloseout 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 tnne of close, out, income received after closeout from the disposition of real property or from loans outstanding at the tame of ¢loseout shall not be governed by the prov~sions of this part, except that saeh income shall be used for activmes '~hat meet one of the nauonal objectives in Section 570 208 and the ellglbfllty requirements described m Section 105 of the Act