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2010-248FILE REFERENCE FORM 2010-248 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Second Amendment to Agreement — Ordinance No. 2010-248 [ori inal is attached] 05/10/12 JR s:Uegat\our documents\ordinances1101dahc 2010 ordinance.doe ORDINANCE NO. 2010-248 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS APPROVING A FUNDING AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION; PROVIDING FOR THE TERMS OF SAID CONTRACT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TO EXPEND HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS WITH RESPECT TO THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has received funds from the U.S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992; and WHEREAS, the City has adopted a budget for such funds included therein an authorized program budget for expenditure of funds, for operating costs and project funding for the Denton Affordable Housing Corporation ("DAHC"); and WHEREAS, the City Manager has determined that the DAHC is the only state and locally-certified community housing development organization ("CHDO") that includes the required number of low income citizens from the City on its board of directors necessary to satisfy federal requirements to serve the City's geographical area and that DAHC has provided management services to the City to provide affordable housing within the City which as significantly benefited the community; and WHEREAS, DAHC has a demonstrated history of significant service to the community in the area of affordable housing; and WHEREAS, this Agreement, therefore, qualifies as a sole source procurement in accordance with §252.022(7)(f) of the TEX. LOC. GOV'T CODE and does not need to be competitively bid; and WHEREAS, DAHC is a neighborhood-based non-profit organization and this Agreement is also authorized by §373.005 of the TEX. LOC. GOV'T CODE to meet the needs and objectives of the City's Consolidated Plan for Housing & Community Development; and WHEREAS, the City Council deems it in the public interest to enter into an agreement for an affordable housing program with the DAHC; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the attached Agreement between the City and the DAHC to provide for a rental housing improvement program and an affordable housing opportunity program in accordance with the terms of this Agreement, which Agreement sAlegal\our documents\ordinances\10\dahe 2010 ordinance.doc is made a part of this ordinance for all purposes, and authorizes the City Manager to execute this Agreement. SECTION 2. The City Council authorizes the expenditure of funds for operating costs and project funding for the DAHC in accordance with the terms of the attached Agreement. CRrTrnN 'I approval. This ordinance shall become effective immediately upon its passage and PASSED AND APPROVED this the 5 day of '2010. M RK BURROUGH$, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION This Agreement between the City of Denton and the Denton Affordable Housing Corporation ("Agreement") is made and entered into by and between the City of Denton, a Texas municipal corporation ("CITY"), acting by and through its City Manager, pursuant to ordinance, and the Denton Affordable Housing Corporation, Denton, Texas a certified non-profit community housing development corporation, ("CONTRACTOR"). WHEREAS, CITY has received funds from the U. S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992, the Home Investment Partnership Program, CFDA number 14.239; WHEREAS, CITY has adopted a budget for such funds and included therein an authorized Program Budget for expenditure of funds for provision of an affordable housing program by the Denton Affordable Housing Corporation included as Attachment "B"; WHEREAS, CITY has designated the Community Development Division as the division responsible for the administration of this Agreement and all matters pertaining thereto; and WHEREAS, the City Manager has determined that CONTRACTOR is the only state- certified community housing development organization (CHDO) that includes the required number of low-income citizens from the CITY on its board of directors to satisfy federal requirements necessary to serve the CITY's geographical area; that the CONTRACTOR has provided management services to the CITY to promote affordable housing within the CITY which has significantly benefited the community; and CONTRACTOR has a demonstrated history of significant service to the community in the area of affordable housing; and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. TERM This Agreement shall commence on or as of October 1, 2010, and shall terminate on December 31, 2012, unless adjusted by the CITY. Request for an adjustment must be in writing and is to be submitted to the Community Development Division. 2. RESPONSIBILITIES A. CONTRACTOR hereby accepts the responsibility for the performance of all services and activities, described in the Work Statement attached hereto as Attachment "A" and incorporated herein as if set forth at length, in accordance with the Program Budget attached hereto as Attachment "B" and the Schedule of Contract Activities attached hereto as Attachment "C" and incorporated herein as if set forth at length, and as otherwise set forth herein, 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 notifica- tion to the contrary is received from CONTRACTOR, and approved by CITY. C. CONTRACTOR agrees that all individual projects/units under the Rental Housing Improvement Program described in Attachment "A" to be assisted with HOME funds will have prior approval from the CITY of Denton. D. The CITY's Community Development Administrator will be CITY's representative responsible for the administration of this Agreement. E. CONTRACTOR shall be certified as a "Community Housing Development Organization" (CHDO) with the State of Texas and the City of Denton. CONTRACTOR shall maintain CHDO Certification for the duration of the contract term. F. CONTRACTOR shall not request disbursement of funds until they are needed for payment of eligible costs. The amount of each request will be limited to the amount needed as per 92.504 (c)(3)(viii). G. CONTRACTOR shall not change the Program Budget without prior written approval from the CITY. H. CITY shall be responsible for performing a general environmental review to insure necessary compliances are met. I. CONTRACTOR shall be responsible for performing a site-specific environmental review prior to acquisition of properties to be used for affordable housing projects and prior to the completion of any rehabilitation work on selected rental units. The site-specific review must be submitted to the Community Development Division prior to final project approval. J. CONTRACTOR shall conduct a public hearing at least once annually to review proposed and in-progress activities and receive citizen input. Hearing(s) will be advertised at least 15 days in advance. Advertising, at a minimum, must include publication in a newspaper with local circulation. The hearing may be combined with CONTRACTOR's annual membership meeting. A summary of comments from the public hearing will be submitted to the Community Development Division within 30 days of the date of the public hearing. K. CONTRACTOR shall provide timely notice to "neighborhood" residents prior to Page 2 of 14 increasing the number of units in the area by more than two single family or four multifamily units, or prior to renovating more than five units. Notice will include contact information or identification of opportunities for residents to comment on the proposed development. CITY staff will determine "neighborhood" boundaries. 3. CITY'S & CONTRACTOR'S OBLIGATIONS A. CITY shall provide funds in the amount of $353,070 or less, in Home Investment Partnership (HOME) Program funds to the CONTRACTOR for specific housing projects, programs and operating costs as described the Work Statement, Attachment "A". This amount includes all funding balances from prior year allocations. B. CONTRACTOR may request a maximum of $30,000 in funds per rental unit and a maximum of $40,000 per Affordable Housing Opportunity Program (AHOP) unit. Additional project costs may be paid with program proceeds and funds from other sources. C. CONTRACTOR agrees to hold and save harmless the CITY, its officers and employees from any and all loss, cost, or damage of every kind [including, property damage, bodily injury or death], nature or description arising under this Agreement. D. This Agreement and the payments made hereunder are contingent upon receipt of U.S. Department of Housing and Urban Development funds pursuant to the HOME Investment Partnership Program, and shall terminate immediately, not withstanding the provisions of Article XIX hereof, should such funds be discontinued for any reason. E. The CONTRACTOR may not request disbursement of funds until they are needed for payment of eligible costs. The amount of each request by the CONTRACTOR shall be limited to the amount needed in accordance with 24 CFR 92.504 (c)(3)(viii) and shall involve the activities set forth in the "Contract Activity Schedule" attached as Attachment C. F. CONTRACTOR may not request reimbursement for expenditures that occurred more than ninety (90) days prior to the submission of the reimbursement request to the Community Development Division. G. Upon dissolution of the CONTRACTOR any remaining funds or assets derived from the expenditure of the CITY's funds, hereinafter sometimes described as the CITY's HOME funds, proceeds or HOME-funded projects, must be immediately returned to the CITY. 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A. The CITY and CONTRACTOR agree to perform their duties arising pursuant to the Agreement in compliance with the U.S. Department of Housing and Urban Development HOME Investment Partnership Program regulations at 24 CFR 92. B. CONTRACTOR shall comply with all prescribed procedures regarding nondiscrimination and equal opportunity, affirmative marketing, displacement and relocation, labor Page 3 of 14 relations, lead-based paint and conflict of interest provisions described in 24 CFR 92 subpart H and 24 CFR 92.504. C. CONTRACTOR agrees to ensure that all HOME-assisted housing or housing identified as match for the HOME program meet all affordability requirements identified in 24 CFR 92.252 and 92.254, as applicable. If the housing does not meet the identified affordability requirements for the specified time period the CONTRACTOR will reimburse all HOME funds utilized on the project to the CITY. To secure each homeownership unit for the required affordability period, the CONTRACTOR will set forth, in a written agreement with each homebuyer participant a recapture provision to be enforced in the event that the homebuyer vacates the unit for any reason. To secure each rental property, the City will place a lien or a land use restriction agreement on the property for the term of the affordability period. D. CONTRACTOR agrees that as a certified Community Housing Development Corporation, they will comply with 24 CFR 92.300 and 92.301. E. If it is determined that the use of the funding provided by the CITY does not meet the requirements of the U.S. Department of Housing and Urban Development HOME Investment Partnership Program, the CONTRACTOR shall reimburse the CITY for the costs determined to be disallowed under the U.S. Department of Housing and Urban Development HOME Investment Partnership Program regulations. F. CONTRACTOR agrees that all housing assisted under this agreement will meet the property standards requirements in 24 CFR 92.251 and lead-based paint standards in 24 CFR 92.355. G. CONTRACTOR agrees to comply with displacement and relocation requirements at 24 CFR 92.504 and 92.353. H. CONTRACTOR agrees to comply with procurement requirements at 24 CFR 84.44; 84.45; 84.46; 84.47 and 84.48. 1. CONTRACTOR certifies that it is not currently listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with Executive Orders 12549 and 12689 and will not enter into agreements to expend Federal funds with contractors that are currently listed. J. CONTRACTOR agrees to comply with all applicable Federal laws, laws of the State of Texas and ordinances of the City of Denton. 5. REPRESENTATIONS A. The CITY is providing funding to the CONTRACTOR in order to promote the development of affordable housing. Use of funds for programming will meet this stated goal. B. The CITY is the only agent authorized to designate changes to the Program Budget or to approve specific projects and programs authorized pursuant to the non-administration portion Page 4 of 14 of the Program Budget. C. CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. D. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth. E. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement. CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section. F. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted 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 Agreement not been executed. 6. PROGRAM PROCEEDS A. HOME program proceeds are defined as income from the sale of HOME-assisted housing. Proceeds may be retained by the CONTRACTOR for use on HOME-eligible activities or other activities benefitting low-income families such as emergency repairs, project operating costs and reserves, housing refinancing costs, CHDO operating expenses and homebuyer counseling. Program proceeds may be retained by the CONTRACTOR to be used for HOME-eligible activities included in the Work Statement included herein as Attachment "A." Provided, however, that any interest on deposited HOME funds must be remitted to the CITY on a quarterly basis. B. After use of proceeds by CONTRACTOR on HOME-eligible or other activities benefitting low-income families, there are no further HOME requirements which must be met. Funds generated from the use of proceeds are not considered proceeds and may be used by the CONTRACTOR at their discretion for various programs and activities. 7. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received pursuant to this Agreement and pursuant to any other applicable Federal and/or State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide detailed 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 applicable law. CONTRACTOR shall include the substance of this provision in Page 5 of 14 all subcontracts. B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds pursuant to this Agreement for the period of time and under the conditions specified by CITY. C. CONTRACTOR shall submit a copy of each annual independent audit or any organizational audit conducted, to the Community Development Division within 30 days of the date of completion. D. Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records, which clearly reflect the level and benefit of services, provided pursuant to this Agreement. E. 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 relating to the program requested by said representatives. F. The CONTRACTOR shall give the City of Denton, the U.S. Department of Housing and Urban Development, or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files and other papers belonging to or in use by the CONTRACTOR pertaining to this Agreement. Such rights to access shall continue as long as the CONTRACTOR is required to retain the records. 8. REPORTS AND INFORMATION A. CONTRACTOR shall provide financial and beneficiary reports that shall contain such records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. Reports shall be due to the Community Development Division within 15 days of the end of the reporting period. CONTRACTOR shall provide any additional information as requested by the CITY within 10 days. B. CONTRACTOR shall submit copies of all public meeting advertisements and residents notifications setting forth the time and place thereof, including, without limitation, board of director's meetings, to the Community Development Division office at least 72 hours prior to the meeting in accordance with Section 16 of this Agreement. 9. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. Page 6 of 14 B. The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by premise liability insurance, com- monly referred to as "Owner/Tenant" coverage with CITY named as an additional insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. CONTRACTOR will comply with applicable workers' compensation 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 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 Agreement, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. 10. EQUAL OPPORTUNITY During the performance of this Agreement, the CONTRACTOR is subject to Executive Order 11246, as amended, and, therefore, agrees to the following: (1) The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or familial status. The CONTRACTOR will take affirmative action to ensure that applicants 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. The CONTRACTOR agrees to post in conspicuous places, available to both employees and applicants for employment, notices to be provided by the CITY setting forth provisions of this nondiscrimination clause. (2) The CONTRACTOR, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, or familial status. Page 7 of 14 11. CONFLICT OF INTEREST A. CONTRACTOR agrees to comply with the federal regulations at 24 CFR 92.3 56. B. 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 Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. C. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use this position for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves, or others, particularly those with which they have family, business, or other ties. D. 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 Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. 12. POLITICAL OR SECTARIAN ACTIVITY A. None of the performance rendered hereunder shall involve any political activity (including, but not limited to, any 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. 13. WARRANTIES CONTRACTOR represents and warrants that: A. All 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. Page 8 of 14 C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR. D. None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. E. CONTRACTOR has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by CONTRACTOR to CITY. G. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. 14. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her authorized representative. (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of this Agreement 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 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 guarantor, surety, or accommodation endorser. (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. B. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. Page 9 of 14 15. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR's performance under this Agreement. 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, which are attached hereto as Attachment A, as well as other provisions of this Agreement. 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 responsibilities. D. CONTRACTOR 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 members to coordinate the monitoring process as requested by CITY staff. E. CITY shall provide a written evaluation of contract performance to the CONTRACTOR within 30 days of the monitoring. Written notification will be provided to staff and the board of directors. F. Within 60 days of notification by the CITY, the CONTRACTOR shall provide complete responses include a statement acknowledging any corrective action required to be taken due to City of Denton monitoring findings and concerns. G. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within fifteen (15) working days of receipt by CONTRACTOR. 16. DIRECTORS' MEETINGS A. During the terms of this Agreement, 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. B. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings. C. Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten (10) wonting days of approval. Page 10 of 14 17. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. 18. SUSPENSION OF FUNDING A. 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 mail 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. B. 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 satisfied, 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, this Agreement may be terminated under Section 19 of this Agreement. 19. TERMINATION A. The CITY shall have the right to terminate this Agreement, in whole or in part, at any time whenever the CITY determines that the CONTRACTOR has failed to comply with any term of this Agreement. The CITY shall notify the CONTRACTOR in writing thirty (30) days prior to the date of termination, the effective date of such termination, and in the case of partial termination, the portion of the Agreement to be terminated. Property shall be subject to disposition. B. The CITY shall have the right to terminate this Agreement for convenience, in whole or in part by written notification to the CONTRACTOR which shall include the reason for such termination, the effective date and the portion to be terminated. C. 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 Work Statement, CITY may require that the entire grant be terminated. 20. 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, Page 11 of 14 CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, 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, employees, or contractors. 21. NOTICE For purposes of this Agreement, all official communications 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- City Manager City of Denton 215 E. McKinney St. Denton, Texas 76201 TO CONTRACTOR: Director Denton Affordable Housing Corporation 610-C N Bell Avenue Denton, Texas 76209 22. VENUE This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. 23. CONSOLIDATION AGREEMENT This Agreement consolidates and replaces all previous Agreements between CITY and CONTRACTOR and all Amendments to those Agreements except where otherwise expressed herein. Provided, however, that CONTRACTOR shall be required to maintain all affordability requirements on all HOME funded projects, shall fully perform all continuing obligations required under these previous Agreements and applicable state, federal and local laws and shall continue to use all HOME proceeds from any CITY-funded projects since CONTRACTOR's inception for HOME-eligible activities as described in this Agreement and as may be required by law. Page 12 of 14 OF WHICH this Agreement has been executed on this the '6-UG day of W, 2010. CITY OF DENTON BY: GEORGE C. CAMPBELL ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DENTON AFFORDABLE HOUSING CORPORATION BY: 64X OARD PRESIDENT ATTEST: EXECUTIVE DI CTOR Page 13 of 14 ATTACMENT "A" WORK STATEMENT AND PERFORMANCE OUTCOME GOALS Denton Affordable Housing Corporation The Denton Affordable Housing Corporation ("DAHC") was developed to increase the supply of affordable housing in the Denton area. The organization is designed to carry out the following activities but is not limited to these: administration, rehabilitation, acquisition, new construction and public service programs. Expenditure of City funds for housing projects is limited to projects within the city limits of Denton. DAHC's projects and programs will primarily benefit low and moderate-income households. Low and moderate income is defined as households below 80% of the area median income. Under the Affordable Rental Unit Rehabilitation Program, DAHC will rehabilitate a minimum of eight units. The units may be two, three or four bedroom rental units from DAHC's existing affordable housing inventory. HOME Program 2006, 2007, and 2010 funding in the amount of $254,386 will be used for the program. The Affordable Homeownership Opportunity Program provides for acquisition, renovation and sale of single-family units. HOME Program 2008 funding in the amount of $78,684 will be used in the Program. Proceeds from the sale of completed projects will be placed in the AHOP program fund for future projects. Each project must include a minimum of $5,000 and no more than $40,000 in HOME funding. On each project, a non-specified amount of funding must be expended on either acquisition or rehabilitation of the unit. A non-specified amount of funding must also be expended to provide homebuyer assistance and this amount will determine the extent of the required affordability period. No more than 10% of the HOME portion of the project sales/proceeds may be used for project delivery costs for the program. The HOME portion of the proceeds is based on the percentage of HOME funds included in the project. A minimum o two ~2) units will be sold to low and moderate-income homebuyers. ATTACHMENT "B" DAHC HOME PROGRAM BUDGET Affordable Rental Unit Rehabilitation Program 2006 Funding $ 23,000 2007 Funding $144,000 2010 Funding $ 87,386 Total Rental Rehabilitation Budget $254,386 Affordable Housing Opportune Program (AHOP) 2008 Funding $ 78,684 Total AHOP Budget $ 78,684 Operating Costs 2007 Funding $ 20,000 Total Operating Budget $ 20,000 TOTAL BUDGET AMOUNT $353,070 ATTACHMENT "C" SCHEDULE OF CONTRACT ACTIVITIES/EXPENDITURES SECOND AMENDMENT TO 2010-2011 AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION This is the Second Amendment to that certain Agreement between the City of Denton (hereinafter referred to as "Denton") and the Denton Affordable Housing Corporation (hereinafter referred to as "Contractor"), this Agreement hereinafter referred to as "Base Agreement." . WHEREAS, on October 5, 2010, the City Manager executed an Agreement with the Contractor to provide acquisition, renovation, and new construction to promote affordable housing in the City of Denton in return for Denton providing an amount not to exceed $353,070 for affordable housing projects described in the Work Statement, Attachment A, attached to the Base Agreement; and WHEREAS, Section 3 of the "Base Agreement" sets forth requirements for the "City's and Contractor's Obligations," including limiting the ma�mum funds provided per unit, the CITY now wishes to revise in accordance with the Federal regulations at 24 CFR Part 92 to allow the Contractor to request a maYimum of $35,000 in funds per rental unit. 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. 1. That Section 3; B. "City's and Contractor's Obligations" of the Base Agreement is amended to read as follows: CONTRACTOR may request a maximum of $35,000 in funds per rental unit and a ma�cimum of $40,000 per Affordable Housing Opportunity Program (AHOP) unit. Additional project costs may be paid with program proceeds and funds from other sources. 2. That save, and except as amended hereby, the remaining sections, subsections, sentences and clauses of the Base Agreement d te'�ber 5, 2010 sha11 remain in full force and effect. IN WITNESS of which this Eir�Amendment has been executed on this the ��s�J day of , 2012, by the duly authorized officials of the City and the Contractor. � CITY OF DENTON � � �� GEORG C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: C� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: � DENTON AFFORDABLE HOUSING CORPORATION • �c L IE MCADAMS BOARD PRESIDENT ATTEST: BY: /���'''��-U /�fc� BOARD SECRETARY