1996-016A \FAIRHVN ORD
ORDIN CE NO q(o-Ol
~ ORDIN~CE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE ~YOR TO
EXECUTE ~ AGREEMENT BETWEEN THE CITY OF DENTON ~D FAIR~VEN, INC
TO PROVIDE FOR RENTAL ASSIST~CE, AUTHORIZING THE EXPENDITURE OF
F~DS THEREFOR, MD DECLARING ~ EFFECTIVE DATE
WHEREAS, Clty 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, C~ty has adopted a Consolzdated Plan that includes a
budget for such funds and included therein an authorized budget for
expenditure of funds for tenant-based rental assistance to be
provzded to reszdents of the Falrhaven Retirement Center, and
WHEREAS, C~ty has deszgnated the Community Development Offzce as
the dlvls~on responszble for the administration of this contract
and all matters pertazn~ng thereto NOW THEREFORE,
THE CO~CIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the Mayor is hereby authorized to execute the
attached agreement with Fazrhaven, Inc to provide for the
reimbursement of funding for rental assistance
~ That the C~ty Council hereby authorizes the
expenditure of funds ~n the manner and amount as speczf~ed ~n the
agreement, not to exceed $12,280 00
S CT_~III That thzs ordinance shall become effectzve
immediately upon ~ts passage and approval
this the /~-day of
PASSED ~D
APPROVED
BO~ CASTLEBERRY, ~YOR/
ATTEST
/
JE~IFER WALTERS, CITY SECRETLY
APPROVED AS TO LEGAL FO~
HERBERT L PROUTY, CITY ATTO~EY
1996 - 1998
AGREEMENT BETWEEN THE CITY OF DENTON
AND FAIRHAVEN, INCORPORATED
Thls Contract is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and Falrhaven, 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 there~n an authorized budget for
expenditure of funds for tenant-based rental assistance to be
provided to residents of the Falrhaven Retirement Center, and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administratIon of this contract
and all matters pertaining thereto, and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
pro~ect,
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the per-
formance and accomplishment of the conditions hereinafter
described
I
TERM
This Contract shall commence on or as of January 1, 1996, and
shall terminate on January 1, 1998
II.
RESPONSIBILITIES
A CONTRACTOR hereby accepts the responsibility for the
performance of all services and activities, described in the Work
Statement attached hereto as Exhibit A, in a satisfactory and
efficient manner as determined by CITY, in accordance with the
terms herein
B CONTRACTOR's executive director shall be CONTRACTOR's
representative responsible for the management of all contractual
matters pertaining hereto, unless written notification to the
contrary is received and approved by CITY The CITY'S Community
Development Administrator shall be CITY's representative
responsible for the administration of this contract
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B Notwithstanding any other
provision of the Contract, the total of all payments and other
obligations made or incurred by CITY hereunder shall not exceed the
sum of $12,280 00
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR, CITY
shall make payments to CONTRACTOR based on the Budget attached
hereto and incorporated herein for all purposes as Exhibit B, sub-
ject to the limitations and provisions set forth in this Section
and Section VII of this Contract
(1) CITY shall not be l~able for any cost or port,on
thereof which
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
source,
(b) was incurred prior to the beginning date,
or after the ending date specified in
Section I,
(c) is not in strict accordance with the
terms of this Contract, including all exhibits
attached hereto, or
(d) has not been billed to CITY within thirty
(30) calendar days following billing to CON-
TRACTOR, or termination of the Contract,
whichever date ~s earlier
(2) CITY shall not be liable for any cost or portion
thereof which is incurred with respect to any activity of CON-
TRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data concern-
lng such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed
(3) CITY shall not be obligated or liable under this
Contract to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services
PAGE 2
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
CONTRACTOR understands that funds provided to it pursuant to
this Agreement are funds that have been made available to CITY by
the Federal Government (U S Department of Housing and Urban
Development} under the National Affordable Housing Act of 1990, as
amended, in accordance with an approved grant application and
specific assurances Accordingly, CONTRACTOR assures and certifies
that it will comply with the requirements of the National
Affordable Housing Act of 1990 as amended and with regulations
promulgated thereunder and codified at 24 CPR Part 92 as the HOME
Investment Partnerships program The foregoing is in no way meant
to constitute a complete compilation of all duties imposed upon
CONTRACTOR by law or administrative ruling, or to narrow the
standards that CONTRACTOR must follow
CONTRACTOR further assures and certifies that if the
regulations and issuances promulgated pursuant to the Act are
amended or revised, it shall comply with them, or notify CITY, as
provided in Section XXI of this Agreement
CONTRACTOR shall abide by the conditions of and comply with
the requirements of the Office of Management and Budget Circular
Nos A-87, A~ll0 and A-122
CONTRACTOR shall comply with all laws of the United States of
America and the State of Texas and ordinances of the City of Denton
in the performance of this contract
V.
REPRESENTATIONS
A CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Contract
B The person or persons signing and executing this Contract
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
this Contract 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 Contract if there
is a dispute as to the legal authority of either CONTRACTOR or the
person signing the Contract to enter into this Contract CONTRAC-
TOR shall pay to CITY any and all money it receives from CITY
PAGE 3
pursuant to this Contract if CITY suspends or terminates this
Contract for the reasons enumerated in this Section
D CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Contract will in no way be sub-
stltuted for funds and resources from other sources, nor in any way
serve to reduce the resources, services, or other benefits which
would have been available to, or provided through, CONTRACTOR had
this Contract not been executed
VI.
PERFORMANCE BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, and carry out
all of the activities and services set out in the Work Statement,
attached hereto and incorporated herein for all purposes as
Exhibit A, utilizing the funds as provided in Exhibit B, attached
hereto and Incorporated herein for all purposes and in accordance
with all other terms, provisions and requirements of this Contract
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the C~ty's Community
Development Administrator
VII.
PAYMENTS TO CONTRACTOR
A' Payments to contractor. The CITY shall pay to the CON-
TRACTOR a maximum amount of money not to exceed $12,280 00 for
services rendered under this Contract CITY may pay these funds on
a reimbursement basis to the CONTRACTOR within twenty days after
CITY has received supporting documentation Failure to request
reimbursement on a timely basis, may 3eopardlze present or future
funding
B. Excess Payment CONTRACTOR shall refund to CITY w~thln
ten {10) working days of CITY's request, any sum of money which has
been paid by CITY and which CITY at any time thereafter determines
(1) has resulted in overpayment to CONTRACTOR,
(2) has not been spent strictly xn accordance with the
terms of this Contract, or
(3) is not supported by adequate documentation to fully
justify the expenditure
C. Deobligation of Funds In the event that actual expendi-
tures deviate from CONTRACTOR's provision of a corresponding level
of performance, as specified in Exhibit A, CITY hereby reserves the
right to reapproprlate or recapture any such under expended funds
PAGE 4
D. Contract Close Out CONTRACTOR shall submit the Contract
close out package to CITY, together with a final expenditure re-
port, for the time period covered by the last invoice requesting
reimbursement of funds under this Contract, within fifteen (15)
working days following the close of the Contract period CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR
VIII
WARRANTIES
CONTRACTOR represents and warrants that
A Ail information, reports and data heretofore or hereafter
requested by CITY and furnished to CITY, are complete and accurate
as of the date shown on the information, data, or report, and,
since that date, have not undergone any significant change without
written notice to CITY
B Any supporting financial statements heretofore requested
by CITY and furnished to CITY, are complete, accurate and fairly
reflect the financial condition of CONTRACTOR on the date shown on
said report, and the results of the operatIon for the period
covered by the report, and that since said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR
C No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR
D None of the provisions herein contravenes or is in con-
fl~ct 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 this
Contract
F None of the assets of CONTRACTOR are subject to any lien
or encumbrance of any character, except for current taxes not
delinquent, except as shown in the fznanclal statements furnished
by CONTRACTOR to CITY
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment
PAGE 5
IX.
COVENANTS
During the period of time that payment may be made hereunder
and so long as any payments remain unllquldated, CONTRACTOR shall
not, without the prior written consent of CITY's Executive 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 acquired by it, or permit any pre-existing mort-
gages, liens, or other encumbrances to remain on, or attached
to, any assets of CONTRACTOR which are allocated to the per-
formance of this 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 liability
for any other firm, person, entity or corporation as guaran-
tor, surety, or accommodation endorser, or
(5) Sell, donate, loan or transfer any equipment or item
of personal property purchased with funds paid to CONTRACTOR
by CITY, unless CITY authorizes such transfer
CONTRACTOR shall, upon written request by CITY, require its
employees to attend training sessions sponsored by the Community
Development Office
X.
ALLOWABLE COSTS
A Costs shall be considered allowable only if incurred
directly in the performance of and in compliance with this Contract
and in conformance with the standards and provisions set forth in
Exhibits A and B
B Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval of the expenditure of funds, even
though certain items may appear therein CITY's prior written
authorization is required in order for the following to be con-
sldered allowable costs
(1) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of any budgeted line
PAGE 6
items for costs as specified in Exhibit B,
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Contract,
(3) Out of town travel,
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are con-
ducted,
(5) Any alterations, deletions or additions to the
Personnel Schedule incorporated in Exhibit 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 wlthln sufficient time to permit a thorough
review by CITY Contractor must obtain 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 th~s Contract
must be conducted in its entirety in accordance with the provisions
of this Contract
XI.
MAINTENANCE OF RECORDS
A CONTRACTOR agrees to maintain records that w~ll provide
accurate, current, separate, and complete disclosure of the status
of the funds received under th~s Contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
f~nanc~al management CONTRACTOR's record system shall contain
suffIcient documentation to provide in detail full support and
3ustlflcatlon for each expenditure Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Contract or any ap-
plicable law CONTRACTOR shall include the substance of this
provision in all subcontracts
B CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
perta~nlng to the operation of programs and expenditures of funds
PAGE 7
under this Contract for the period of tzme and under the conditions
specified by CITY
C Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responszbllzty for retaining accurate and
current records which clearly reflect the level and benefzt of
services provided under this Contract
D At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, or any of
Its authorized representatives, all of its records and shall permit
CITY, or any of its authorized representatives to audit, examine,
make excerpts and copies of such records, and to conduct audits of
all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data requested by said
representatives
XII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CON-
TRACTOR shall furnish such statements, records, data and informa-
tion as CITY may request and deem pertinent to matters covered by
this Contract
CONTRACTOR shall submit quarterly benefIciary and financial reports
to CITY no less than once each three months, with the first reports
due on or before March 30, 1996 The beneficiary report shall
detail client information, ~ncludlng race, income, and other
statistics required by CITY The f~nanclal report shall include
information and data relative to all programmatic and financial
reporting as of the beginning date specified in Section I of this
Contract
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
within ten (10) days after receipt of such
XIII.
MONITORING AND EVALUATION
A CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Contract
B CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, whzch are attached
hereto as Exhzblt A, as well as other provisions of this Contract
C CONTRACTOR agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsl-
bllltzes
PAGE 8
D CONTR3%CTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff
E After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings
F CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR
DIRECTORS' MEETINOS
During the term of this Contract, CONTRACTOR shall cause to be
delivered to CITY copies of all notices of meetings of its Board of
Directors, setting forth the time and place thereof Such notice
shall be delivered to CITY in a timely manner to give adequate
notice, and shall include an agenda and a brief description of the
matters to be discussed CONTRACTOR understands and agrees that
CITY representatives shall be afforded access to all of the Board
of Directors' meetings
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval
XV.
INSURANCE
A CONTRACTOR shall observe sound business practices wxth
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Contract
B CONTRACTOR shall obtain, for the premises on and in which
the activities described in Exhibit A are conducted, and for the
employees conducting these activities, premise liability insurance,
commonly referred to as "Owner/Tenant" coverage, with CITY named as
an additional insured Upon request of CONTRACTOR, CITY may, at
xts sole discretion, approve alternate insurance coverage arrange-
ments
C CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable
D CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR All employees of CONTRACTOR who are required to drive
a vehicle 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
PAGE 9
valid license and insurance must be maintained on a current basis
in CONTRACTOR's files
E Actual losses not covered by insurance as required by
this Section are not allowable costs under this Contract, and
remain the sole responsibility of CONTRACTOR
XVI.
EQUAL OPPORTUNITY
A CONTRACTOR shall submit for CITY's approval a written
plan for compliance with the Equal Employment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Contract
B CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations
C CONTRACTOR will furnish all information and reports re-
quested by the CITY, and will permit access to 1ts books, records,
and accounts for purposes of investigation to ascertain compliance
with local, state and Federal rules and regulations
D In the event of CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Contract in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY
XVII.
PERSONNEL POLICIES
CONTRACTOR shall establish and maintain personnel policies
which shall be available for examination Such personnel policies
shall
A Be no more liberal than CITY's personnel policies, pro-
cedures, and practices, including policies with respect to employ-
ment, salary and wage rates, working hours and holidays, fringe
benefits, vacation and sick leave privileges, and travel, and
B Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY
XVIII.
CONFLICT OF INTEREST
A CONTRACTOR covenants that neither it nor any member of
its governing body presently has any interest, direct or Indirect,
which would conflict in any manner or degree with the performance
of services required to be performed under this Contract CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body
PAGE 10
B CONTRACTOR further covenants that no member of its
governing body or 1ts staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that
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 governing body who exercises any function or responsibilities
in the review or approval of the undertaking or carrying out of
this Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association in which he has d~rect or
indirect interest, or (2) have any interest, direct or indirect,
this Contract or the proceeds thereof
XIX.
NEPOTISM
CONTRACTOR shall not employ in any pa~d capacity any person
who is a member of the immediate family of any person who
currently employed by CONTRACTOR, or is a member of CONTRACTOR's
governing board The term "member of immediate family" includes
wife, husband, son, daughter, mother, father, brother, sister,
1n-laws, aunt, uncle, nephew, niece, step-parent, step-child,
half-brother and half-sister
XX.
FUNDINa APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR
preparing or submitting any application for funding for the program
described in Exhibit B in accordance with the following procedures
A When the application is in the planning stages, CON-
TRACTOR shall submit to CITY a description of the funds being
applied for, and the proposed use of funds
B Upon award of or notice of award, whichever is sooner,
CONTRACTOR shall notify CITY of such award and the effect, if any,
of such funding on the funds and program(s) contracted hereunder
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together w~th cop~es of the budget, program
description, and contract
C CONTRACTOR shall not use funds provided hereunder, e~ther
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program w~thout the prior written consent of CITY
PAGE 11
XXI.
CHAN~ES AND AMENDMENTS
A Any alteratmons, addmtmons, or deletmons to the terms of
this Contract shall be
by written amendment executed by both partmes, except when the
terms of this Contract expressly provmde that another method shall
be used
B CONTRACTOR may not make transfers between or among ap-
proved lmne-ltems w~thln budget categormes set forth mn Exhibit B
wmthout prior written approval of CITY CONTRACTOR shall request,
mn wr~tmng, the budget revmslon mn a form prescrmbed by CITY, and
such request for revmsmon shall not mncrease the total monetary
oblmgatmon of CITY under thms Contract In addmtmon, budget
revmslons cannot slgn~fmcantly change the nature, mntent, or scope
of the program funded under thms Contract
C CONTRACTOR wmll submmt revised budget and program
formatmon whenever the level of fundmng for CONTRACTOR or the
program(s) descrmbed herein ms altered accordmng to the total
levels contained mn any portmon of Exhmbmt B
D It ms understood and agreed by the partmes hereto that
changes in the State, Federal or local laws or regulatmons pursuant
hereto may occur durmng the term of thms Contract Any such modm-
flcatlons are to be automatmcally mncorporated ~nto thms Contract
wmthout written amendment hereto, and shall become a part of the
Contract on the effectmve date specified by the law or regulatmon
E CITY may, from tmme to time durmng the term of the Con-
tract, request changes mn Exhmbmt A which may mnclude an mncrease
or decrease mn the amount of CONTRACTOR's compensatmon Such
changes shall be mncorporated mn a written amendment hereto, as
provided mn Subsectmon A of this Sectmon
F Any alteratmons, deletmons, or addmtmons to the Contract
Budget Detaml mncorporated mn Exhmbmt B shall requmre the prmor
written approval of CITY
G CONTRACTOR agrees to notmfy CITY of any proposed change
mn physmcal location for work performed under this Contract at
least thmrty (30) calendar days mn advance of the change
H CONTRACTOR shall notmfy CITY of any changes in personnel
or governlng board composltmon
I It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among samd programs wmll be permitted
PA(3E 12
XXII.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to CONTRACTOR, withhold further payments to
CONTRACTOR Such notice may be given by mall to the Executive
Officer and the Board of Directors of CONTRACTOR The notice shall
set forth the default or failure alleged, and the action required
for cure
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exceed thirty (30) calendar days At the end of the suspension
period, if CITY determines the default or deficiency has been sat-
lsfled, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of Section XXIII may be effectu-
ated
XXIII.
TERMINATION
A CITY may terminate this Contract with cause for any of
the following reasons
{1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXII
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development
(4) Finding by CITY that CONTRACTOR
(a) is in such unsatisfactory financial condition
as to endanger performance under this Contract,
(b) has allocated inventory to this Contract
substantially exceeding reasonable requirements,
(c) is delinquent in payment of taxes, or of costs
of performance of this Contract in the ordinary course of
business
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR
PAGE 13
(6) CONTRACTOR's lnabxlxty to conform to changes
required by Federal, State and local laws or regulatxons as
provided in Section IV, and Section XXI (D), of th~s Contract
(7) The commlsslon 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 notxfy CONTRACTOR in writing of the
decision to termlnate and the effective date of termlnatlon
S~multaneous notice of pending termxnatlon maybe made to other
funding sources specified in Exhibit B
B CITY may terminate th~s Contract for convenience at any
time If thls Contract is terminated by CITY for convenience,
CONTRACTOR wlll be paid an amount not to exceed the total of
accrued expendxtures as of the effective date of termination In
no event w~ll thxs compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Contract, less payments previously made
C CONTRACTOR may terminate th~s Contract in whole or ~n
part by written notxce to CITY, if a termination of outside funding
occurs upon whlch CONTRACTOR depends for performance hereunder
CONTRACTOR may opt, within the limitations of th~s Contract, to
seek an alternative funding source, w~th the approval of CITY,
provided the termination by the outsxde funding source was not
occasloned by a breach of contract as defined here~n or as defined
in a contract between CONTRACTOR and the funding source in
question
CONTRACTOR may terminate this Contract upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of th~s
Contract
D Upon recelpt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise termxnate any outstanding orders or
subcontracts which relate to the performance of th~s Contract
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever ~ncurred
after the termination date
E Notwithstanding any exercise by CITY of its r~ght of
suspenslon or termination, CONTRACTOR shall not be relieved of
lxab~llty to CITY for damages sustained by CITY by virtue of any
breach of the Contract by CONTRACTOR, and CITY may w~thhold any
reimbursement to CONTRACTOR until such t~me as the exact amount of
damages due to CITY from CONTRACTOR is agreed upon or otherwxse
determined
PAGE 14
XXIV.
NOTIFICATION OF ACTION BROUGHT
In the event that any clazm, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action, the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that Instituted
or
threatened to institute any type of action or proceeding, the basis
of such claim, action or proceeding, and the name of any person(s)
against whom such claim is being made or threatened Such written
notice shall be delivered either personally or by mall
XXV.
INDEMNIFICATION
A. It is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
contractor and that as such, CONTRACTOR shall save and hold CITY,
its officers, agents and employees harmless from all liability of
any nature or kind, including costs and expenses for, or on account
of, any claims, audit exceptions, demands, suits or damages of any
character whatsoever resulting in whole or in part from the per-
formance 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 con-
tractors from any and all claims, suits, causes of action, demands,
damages, losses, attorneys fees, expenses, and liability arising
out of the use of these contracted funds and program administration
and implementation except to the extent caused by the willful act
or omission of CITY, its agents or employees.
XXVI.
CONFLICT OF INTEREST
A CONTRACTOR covenants that neither it nor any member of
its governing body presently has any interest, direct or indirect,
which would conflict in any manner or degree with the performance
of services required to be performed under this Contract CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body
B CONTRACTOR further covenants that no member of its
governing body or it 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
PAGE 15
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 governing body who exercises any function or responsibilities
in the review or approval of the undertaking or carrying out of
this Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association in which he has direct or
indirect interest, or (2) have any interest, direct or indirect, in
this Contract or the proceeds thereof
XXVII.
MISCELLANEOUS
A CONTRACTOR shall not transfer, pledge or otherwise assign
this Contract or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial institution without the prior written approval of CITY
B If any provision of this Contract is held to be invalid,
illegal, or unenforceable, the remaining provisions shall remain in
full force and effect and continue to conform to the original
intent of both parties hereto
C In no event shall any payment to CONTRACTOR hereunder, or
any other act or failure of CITY to insist in any one or more
instances upon the terms and conditions of this Contract constitute
or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by
CONTRACTOR Neither shall such payment, act, or omission in any
manner impair or prejudice any right, power, privilege, or remedy
available to CITY to enforce its rights hereunder, which rights,
powers, privileges, or remedies are always specifically preserved
No representative or agent of CITY may waive the effect of this
provision
D This Contract, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto and may not be altered, modified or amended unless such
alteration, modification or amendment is in writing signed by both
parties
E In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Contract or its governing rules, codes,
laws, ordinances or regulations, CITY as the party ultimately
responsible to HUD for matters of compliance, will have the final
authority to render or to secure an interpretation
F For purposes of this Contract, all official communica-
tions and notices among the parties shall be deemed made as of the
date mailed if sent postage paid to the parties and address set for
below
PAGE 16
TO CITY TO CONTRACTOR
Clty Manager Cheryl Harding
Cxty of Denton Fazrhaven, Inc
215 E McKlnney St 2400 N Bell Avenue
Denton, Texas 76201 Denton, Texas 76201
IN ,WITNESS /D~ WHICH this CDntract has been executed on thxs
the /~Fg~"-day of~, 199~
CITY OF DENTON
JENNIFER WALTERS, CITY SECRETARY
AP ED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
FAIRHAVEN, INC
ATTEST
PAGE 17
EXHIBIT "A"
WORK STATEMENT
Fmrhaven, Incorporated, Retirement Center
Falrhaven, Inc Retirement Center ~s a non-profit retirement facthty for low and moderate
income elderly persons The Center has nine units with rent subsidies from the US
Department of Housing and Urban Development (HUD) Two additional rental subsidies are
provided through the Fmrhaven Foundation City of Denton, HOME program funding will
provide rental subsidies for two umts The total number of subsidized units during the term
of this contract will be thirteen (13) Individuals in these units will pay no more than 30% of
their gross monthly income for housing Contract rent for all units is reviewed and approved
by HUD A minimum of 51% of all units will be rented to low and moderate income elderly
persons Determination of low and moderate income tenants will be consistent with HUD's
HOME program regulation and the defimt~on of low and moderate income therein
Falrhaven has a total of nine part-time and five full-t~me staff members Staff members
include an administrator, office staff, cook and maintenance workers One staff member will
be trmned regarding HUD gmdehnes and to become certified as an Occupancy Specmhst
This action has been recommended by HUD
Various tenant services are provided by Falrhaven A meals service provides three dietitian
approved meals for a cost of approximately $230 per month The organization's serwce
coordinator wll coordinate eommumty-based serwces for residents Other act~wties for
residents are provided on a regular basis
EXHIBIT "B"
BUDGET
Rental Subsidy Payments $11,580 00
Staff Training $ 700 00
Total $12,280.00