1995-257B:\FAIR2.0RD
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NUMBER ONE
TO THE AGREEMENT WITH THE CITY OF DENTON AND FAIRHAVEN, INC. TO
PROVIDE FOR THE CONSTRUCTION OF IMPROVEMENTS INCLUDING ELECTRICAL,
SHELVING AND PAINTING AND TO EXTEND THE AGREEMENT TERM ONE YEAR IN
EXCHANGE FOR ADDITIONAL FEES; AND PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the Mayor is authorized to execute Amendment
Number One to the Agreement between the city of Denton and
Fairhaven, Inc., (,,Agreement") a copy of which is attached hereto.
SECTION II. That the city Council is hereby authorized to
expend funds in the amount of Twenty-six thousand, nine hundred and
fifty-seven dollars ($26,957.00) as specified in the amended
Agreement.
SECTION III. That this ordinance shall become effective immed-
iately upon its passage and approval.
PASSED AND APPROVED this the /~'day of~, 1995.
BOB CASTLEBE.RY, MAy
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
AGREEMENT BETWEEN THE CITY OF DENTON
AND FAIRHAVEN, INCORPORATED
This Agreement is made and entered into by and between the
City of Denton, Texas, a municipal corporation, acting by and
through its City Manager, pursuant to ordinance, hereinafter
referred to as CITY, and Fairhaven, Inc. Retirement Center, 2400 N.
Bell Avenue, Denton, Texas 76201, a not-for-profit corporation,
hereinafter referred to as CONTP~ACTOR.
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
WHEREAS, C~TY has adopted a budget for such funds and included
therein an authorized budget for expenditure of funds for improve-
ments to the kitdhen facility at the Fairhaven Retirement Center.
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTP. ACTOR 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 conditions hereinafter described.
I.
TERM
This Agreement shall commence on or as of December 1, 1994,
~nd shall terminate on November 30, 2004, unless adjusted by CITY.
Request for such an adjustment must be in writing and is to be sub-
mitted to CITY's Community Development Office.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts responsibility for the performance
of all services and activities, described in the Description of
Improvements attached hereto as Attachment "A", in a satisfactory
and efficient manner as determined by CITY, in accordance with the
terms herein. CITY will consider CONTRACTOR's executive director
to be CONTRACTOR's representative responsible for the management of
all contractual matters pertaining hereto, unless written notifica-
tion to the contrary is received from CONTRACTOR, and.,approved by
CITY.
Fairhaven Cons=ruction Improvemen=s Funding -- PAGE i
CITY's Community Development Administrator will be CITY's rep-
resentative responsible for the administration of this Agreement.
III.
CITY'S OBLIGATION
A. CITY shall provide funds in an amount not to exceed
$14,957 to assist CONTP~ACTOR in the improvements 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 kind, nature or description
arising under this Agreement or from any source whatsoever.
C. CITY shall prepare agreements with CONTRACTOR and Archi-
tect and issue checks to CONTRACTOR in accordance with the contrac-
ted schedule for performance payments.
D. CITY shall comply with HUD office of Management and Bud-
get Circular A-87. CITY shall be responsible for performing an
environmental review.
E. This Agreement and the payments made hereunder are con-
tingent upon receipt of U.S. Department of Housing and Urban De-
velopment Community Development Block Grant Funds, and shall ter-
minate immediately, not withstanding the provisions of Article XV
hereof, should such funds be discontinued for any reason.
IV.
COMPLIANCE WITH STATE A_ND LOCAL LAWS
CITY and CONTRACTOR agree to perform their duties in the Pro-
grams in compliance with the U.S. Department of Housing and Urban
Development Community Development Block Grant regulations.
V.
REPRESENTATIONS
A. CONTRACTOR warrants that it is the legal owner of the
property described in Article III, Section A and CONTRACTOR agrees
to allow CITY access to this site for inspection purposes. CON-
TRACTOR further agrees to allow CITY to bid and execute agreements
with CONTRACTOR for the repairs of Fairhaven Retirement Center.
B. CONTRACTOR shall continue to utilize the facility at 2.400
N. Bell Avenue, Denton, Texas for a minimum of 10 years after
improvements are completed to provide affordable housing for low
and moderate income elderly persons in the community.
C. CITY is the only agent authorized 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 in writing with the
Fairhaven Construction Improvements Funding -- PAGE 2
signatures of CITY,s City Manager, Mayor, or Community Development
Administrator, plus those of CONTRACTOR and its representatives.
VI.
COVENANTS
A. During the term of this Agreement, CONTRACTOR shall not,
without the prior written consent of CITY s Executive Director of
Planning and Community Development or his authorized representa_
rive, change the use, or function of the property.
(1) The proposed change must meet one of the national b]ec~
O '
tires and the Center must not be used for ~he general
conduct of gOVernment.
If it is determined that the changes do not meet the
national goals for use, CONTRACTOR must dispose of the
property or reimburse this program in the fair market
amount of the property less the amount of private funds
put into the property.
B. CONTRACTOR shall Comply with the uniform administrative
requirements, as described in S '
of which is attached hereto, ectlon 570.502 CDBG Handbook, a copy
VII.
PROGRAM INCOME
All fees collected for services are Considered program income,
as described in Section 570.504 CDBG
and shall be retained by CONTRACTOR Handbook (See Attachment "D',),
ties as previously described. Fiscal records are to be kept and
are to reflect the Use of these fund~ be Used for Program activi-
VIII.
MAINTENANCE OF RECORDs
A. CONTRACTOR agrees
accurate, CUrrent, Separate, to maintain records that will provide
and complete disclosure of the status
of the funds received under this Agreement and with any other ap-
plicable Federal and State regulations establishing Standards for
financial management. CONTRACTOR,s record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be Construed to relieve CONTRACTOR of fiscal- accountability and
liability ..under any other provision of this Agreement 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
pertaining to the Operation of programs and expenditures of funds
Fairhaven Construction Improvements Funding ~_ PAGE 3
under this Agreement for the period of time and under the condi-
tions specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTR3tCTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Agreement.
D. At any reasonable time and as often as CITY may deem
necessary, 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 relating to the program
requested by said representatives.
E. CONTPJtCTOR shall give CITY, the U.S. Department of Hous-
ing and Urban Development, or any of their duly authorized repre-
sentatives, access to and the right to examine all books, accounts,
records, reports, files and other papers belonging to or in use by
CONTRACTOR pertaining to this Agreement. Such rights to access
shall continue as long as the records are retained by CONTRACTOR.
IX.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTP~ACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
If the CONTRACTOR receives federal funds in excess of $25,000,
from any source, or if for any reason an independent audit is con-
ducted, CONTRACTOR agrees to submit an audit conducted by indepen-
dent examiners within 10 days after receipt of such.
X.
MONITORING AND EVALUATION
CITY shall conduct a performance review of CONTRACTOR on an
annual basis or as otherwise deemed necessary by CITY to evaluate
compliance with the provisions of this Agreement as necessary in
the performance of its duties of program accountability.
XI.
INSURANCE
An insurance policy shall be secured by CONTRACTOR to cover
labzllty for a minimum of ten years as stipulated by CITY. A copy
of this policy shall be submitted to CITY's Community Development
Office within 30 days of contract execution.
Pairhaven Co~s~ruc~ion Improvements Funding -- PAGE 4
XII.
EQUAL OPPORTUNITY
During the performance of this Agreement, CONTRACTOR is sub-
ject to Executive Order 11246, as amended, and, therefore, agrees
to the following:
(1) CONTRACTOR will not discriminate against any employee or
applicant for employment because of race, color, reli-
gion, sex,
national origin, or familial status. CONTRAC-
TOR will take affirmative action to ensure that appli-
cants who are employed are treated during employment
without regard to their race, color, religion, sex,
national origin, or familial status, concerning such
employment, upgrading, demotion, or transfer; recruitment
or recruitment advertising; layoff or termination; rates
of pay or their apprenticeship. CONTRACTOR agrees to
post in conspicuous places, available to both employees
and applicants for employment, notices to be provided by
CITY setting forth provisions of this nondiscrimination
clause.
(2) CONTRACTOR, in all solicitations or advertisements for
employees placed by or on behalf of CONTRACTOR, shall
state that all qualified ppllcants will receive con-
sideration for employment without regard to race, color,
religion, sex, national origin, or familial status.
XIII.
CONFLICT OF INTEREST
CITY and CONTRACTOR state that to the best of their knowledge
no member of the City of Denton, Texas, and no officer, employee,
or agent of said authority (CITY) who exercises any function or
esponslbllltles in connection with the carrying out of the Program
to which this Agreement pertains has a personal financial interest,
direct or indirect, in this Agreement.
XIV.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve
any political activity (including, but not limited to, and 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
or benefit in any manner any sectarian or religious activity.
Fairhaven Construction Improvements Funding -- PAGE 5
XV.
TERMINATION
A. CITY shall have the right to terminate this Agreement, in
whole or in part, at any time whenever CITY determines that CON-
TRACTOR has failed to comply with any term of this Agreement. CITY
shall notify CONTRACTOR in writing at least thirty (30) days prior
to the date of termination, of the effective date of such termina-
tion, and in the case of partial termination, the portion of the
Agreement to be terminated. Property shall be subject to disposi-
tion under Sections 570.503(b) (8) & 570.504(b) (4&5) CDBG Handbook.
(See Attachment "B" and "C".)
B. CITY shall have the right to terminate this Agreement for
convenience, in whole or in part, with the consent of CONTRACTOR
and when both parties agree upon the termination conditions, inclu-
ding the effective date and the portion to be terminated.
C. CONTRACTOR shall have the right to terminate this Agree-
ment for convenience, in whole or in part, by written notification
to CITY, which shall include the reason for such termination, the
effective date and the portion to be terminated. If, in the case
of a partial termination, it is the determination of CITY that the
remaining portion of the award is not sufficient to accomplish the
project as described in the Description of Improvements, CITY may
require that the entire grant be terminated.
XVI.
INDEMNIFICATION
A. It is agreed and understood by the parties that all em-
ployees and personnel furnished by the Center and engaged in the
work of the Fairhaven Retirement Center shall not be deemed employ-
ees of CITY and shall be responsible to and under the direction of
CONTRACTOR.
B. For purposes of this Agreement, 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:
TO CITY: TO CONTRACTOR:
City Manager Director
Citz of Denton Fairhaven, Inc., Retirement Ctr.
215 E. McKinney St. 2'~00 N. Bell Avenue
Denton, Texas 76201 Denton, Texas 76201
Fairhave~ Cons=z~/c~ion Improvements Funding -- PAGE 6
IN WITNESS OF WHICH_.~h~_s~ Agreement has been executed on this
the /~7~%- day of -~/~ ~-- 1995.
CITY OF DENTON
ATTEST: LL'O-YD VJ. P~tRRELL, CITY MAN~ER
JENNIFER WALTERS, CITY SECRETARY
MIKE BUCEK, ACTING CITY ATTORNEY
- ...... FAIRHAVEN INCORPOP. ATED
ATTEST:
SECRETARY / President df Board
A:\FA~m~W.K A1 Murdock
Fairhaven Construction Improvements Funding -- PAGE 7
ATTACHMENT "A"
DESCRIPTION OF IMPROVEMENTS
This project shall consist of the repair and repainting of the
kitchen, dining room and beauty shop. Project will also include
purchase and installation of new appliances: dishwasher, freezer
and broiler.
In addition, new stainless steel countertops will be purchased and
installed, new shelving and storage containers will be purchased.
WORKSTATEMENT
Fairhaven, Incorporated, Retirement Center
Fairhaven, Inc. Retirement Center is a non-profit retirement facil-
ity for low and moderate income elderly persons. The Center has
nine units with rent subsidies. Individuals in these units pay no
more than 30% of their gross monthly income for housing. Contract
rent for all units is reviewed and approved by the US Department of
Housing and Urban Development. A minimum of 51% of all units will
be rented to low and moderate income elderly persons as required by
the Community Development Block Grant program.
Fairhaven has a total of nine part-time and five full-time staff
members. Staff members include an administrator, office staff,
cook, and maintenance workers. Activities for residents are provi-
ded on a regular basis.
Fairhaven Construction Impzovemen~ Funding -- PAGE 8
ATTACHMENT "B"
24 CFR ~ 570.505
The standards described in this section apply to real property
within the recipient's control which was acquired or improved in
whole or in part using CDBG funds in excess of $25,000. These stan-
dards shall apply from the date CDBG funds are first spent for the
property until five years after closeout of an entitlement recipi-
ent's participation in the entitlement CDBG program or, with re-
spect to other recipients, until five years after the closeout of
the grant from which 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 which the acquisition or improvement was made unless the
recipient provides affected citizens with reasonable notice
of, and opportunity to comment on, any proposed change, and
either:
(1) The new use of such property qualifies as meeting
one of the national objectives in Section 570.208
and is not a building for the general conduct of
government; or
(2) The requirements in paragraph (b) of this section
are met.
(b) If the recipient determines, after consultation with affected
citizens, that it is appropriate to change the use of the
property to a use which does not qualify under paragraph
(a) (1) of this section, it may retain or dispose of the prop-
erty for the changed use if the recipient's CDBG program is
reimbursed in the amount of the current fair market value of
the property, less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, and
improvements to, the property.
(c) If the change of use occurs after closeout, the provisions
governing income from the disposition of the real property in
Section 570.504(b) (4) or (5), as applicable, shall apply to
the use of funds reimbursed.
(d) Following the reimbursement of the CDBG program in accordance
with paragraph (b) of this section, the property no longer
will be subject to any CDBG requirements.
Fairhaven Construction Improvements Pundin~ -- PAGE 9
ATTACHMENT "C"
24 CFR § 570.503
(a) Before disbursing any CDBG funds to a subrecipient, the recip-
ient shall sign a written agreement with the subrecipient.
The agreement shall remain in effect during any period that
the subrecipient has control over CDBG funds, including pro-
gram income.
(b) At~ a minimum, the written agreement with the subrecipient
shall include provisions concerning the following items:
(1) Statement of Work. The agreement shall include a de-
scription of the work to be performed, a schedule for
completing the work, and a budget. These items shall be
in sufficient detail to provide a sound basis for the
recipient effectively to monitor performance under the
agreement.
(~2) Records and ReDorts. The recipient shall specify in the
agreement the particular records the subrecipient must
maintain and the particular reports the subrecipient must
submit in order to assist the recipient in meeting its
recordkeeping and reporting requirements.
(3) Proqram Income. The agreement shall include the program
income requirements set forth in Section 570.504(c).
(4) Uniform Administrative ReGuirements. The agreement shall
require the subrecipient to comply with applicable uni-
form administrative requirements, as described in Section
570.502.
(5) Other ProGram ReGuirements. The agreement shall require
the subrecipient to carry out each activity in compliance
with all Federal laws and regulations described in sub-
part K of these regulations, except that:
(i) The subrecipient does not assume the recipient's
environmental responsibilities described at Section
570. 604; and
(ii) The subrecipient does not assume the recipient's
responsibility for.linitiating the review p~ocess
under the provisions of 24 CFR Part 52.
(6) Conditions for ReliGious OrGanizations. Where applica-
ble, the conditions prescribed by HUB for the use of CDBG
funds by religious organizations shall be included in the
agreement.
Fairhaven Construction Improvements Funding -- PAGE
(7) SusDension and Termination. The agreement shall specify
that, in accordance with 24 CFR 85.43, suspension or
termination may occur if the subrecipient materially
fails to comply with any term of the award, and that the
award may be terminated for convenience in accordance
with 24 CFR 85.44.
(8) Reversion of Assets. The agreement shall specify that
upon its expiration the subrecipient shall transfer to
the recipient any CDBG funds on hand at the time of
expiration and any accounts receivable attributable to
the use of CDBG funds. It shall also include provisions
to the use of CDBG funds. It shall also include provi-
sions designed to ensure that any real property under the
subrecipient's control that was acquired or improved in
whole or in part with CDBG funds in excess of $25,000 is
either:
(i) Used to meet one of the national objectives in Sec-
tion 570.208 until five years after expiration of
the agreement, or for such longer period of time as
determined to be appropriate by the recipient; or
(ii) Disposed of in a manner that results in the recipi-
ent's being reimbursed in the amount of the current
fair market value of the property less any portion
of the value attributable to expenditures of non-
CDBG funds for acquisition of, or improvement to,
the property. (Reimbursement is not required after
the period of time specified in paragraph (b) (8)
(1) of this section.)
Fairhaven Construction Improvements Funding -- PAGE 1i
ATTACHMENT "D"
24 CFR § 570.504
(a) Recordin~ Proqram Income.~. The receipt and expenditure of
program income as defined in Section 570.500(a) shall be
recorded as part of the financial transactions of the grant
program.
(b) Disposition of Pro~ram Income Received by Recipients.
(1) Program income received before grant closeout may be
retained by the recipient if the income is treated as
additional CDBG funds subject to all applicable require-
ments governing the use of CDBG funds.
(2) If the recipient chooses to retain program income, that
income shall affect withdrawals of grant funds from the
U.S. Treasury as follows:
(i) Program income in the form of repayments to, or
interest earned on, a revolving fund as defined in
Section 570.500(b) shall be substantially disbursed
from the fund before additional cash withdrawals
are made from the U.S. Treasury for the same activ-
ity. (This rule does not prevent a lump sum dis-
bursement to finance the rehabilitation of private-
ly owned properties as provided for in Section
570.513.)
(ii) Substantially all other program income shall be
disbursed for eligible activities before additional
cash withdrawals are made from the U.S. Treasury.
(3) Program income on hand at the time of closeout shall
continue to be subject to the eligibility requirements in
Subpart C and all other applicable provisions of this
part until it is expended.
(4) Unless otherwise provided in any grant closeout agree-
ment, and subject to the requirements of paragraph (b)
(5) of this section, income received after closeout shall
not be governed by the provisions of this part, except
that, if at the time of closeout the recipient has
another ongoing~.CDBG grant received directly from HUD,
funds received after closeout 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 time of closeout,
income received after closeout from the disposition of
real property or from loans outstanding at the time of
Fairhave~ Cons~r~ction Improvements Funding -- PAGE 12
closeout shall not be governed by the provisions of this
part, except that such income shall be used for activi-
ties that meet one of the national objectives in Section
570.208 and the eligibility requirements described in
Section 105 of the Act.
Fairhaven Construction Improvements Funding -- PAGE 13
income received after closeout from the disposition of
real property or from loans outstanding at the time of
closeout shall not be governed by the provisions of this
part, except that such income shall be used for activi-
ties that meet one of the national objectives in Section
570.208 and the eligibility requirements described in
section 105 of the Act.
Fred Moore Construction Improvements Funding -- PAGE 13
AMENDMENT NO. i TO AGREEMENT BETWEEN
THE CITY OF DENTON AND FAIRHAVEN, INC.
COMMENCING DECEMBER 1, 1994
WHEREAS, THE CITY OF DENTON {"CITY") and FAIRHAVEN, INC.
("CONTRACTOR") entered into an Agreement between the City of Denton
and Fairhaven, Inc. (,,Agreement") which commenced December 1, 1994
WHEREAS, CITY and CONTRACTOR desire to amend the Agreement to
provide for the replacement of light fixtures, installation of
shelves, and painting and extend the Agreement term one year in
exchange for additional fees of Twelve thousand dollars
($12,000.00),
W I TNE S SETH
1. Section 1 of the Agreement is hereby and herewith amended to
read as follows:
"This Agreement shall commence on or as of December 1, 1994,
and shall terminate on November 30, 2006, unless adjusted by the
CITY. Request for such an adjustment must be in writing and is to
be submitted to the Community Development Office."
2. Section II of the Agreement is hereby and herewith amended to
read as follows:
,,CONTRACTOR shall perform the following services and activities
in a satisfactory and efficient manner as determined by CITY in
accordance with the terms of the Agreement:
a. All services and activities described in Attachment "A"
to the Agreement,
b. Removal of old light fixtures,
c. Installing shelves by each door and painting,
d. Purchase of new light fixtures.
3. Section III Paragraph A. of the Agreement is hereby and
herewith amended to read as follows:
"A. CITY shall provide funds in the amount of not more than
$12,000 to assist CONTRACTOR in the replacement of light fixtures,
installation of shelves and painting at the facility located at
2400 N. Bell Avenue, Denton, Texas. CITY shall also provide funds
in the amount of not more than $14,957.00 to assist the CONTRACTOR
in other improvements on and around said facility. The total
amount of funds to be provided by CITY to assist CONTRACTOR for
said improvements to said facility shall not exceed Twenty-six
thousand, nine hundred fifty-seven dollars ($26,957.00) ."
4. In all other respects, the terms and conditions of the
Agreement, as executed by the parties remain in full force and
effect.
PASSED AND APPROVED this the /~ day of~,-'~
19~
BOB CASTLEBERRY, MA~ ~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
FAIRHAVEN, INC.
CHERYr, HARDIn, ~D~[RECTOR
A: \FAIR. AMD