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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