2009-002sAour documents\ordinances\08\denton affordable housing corp third amend ord 2006-07.doc
ORDINANCE NO. ;,2O,12/ - X,2
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS,
APPROVING THE THIRD AMENDMENT TO THAT AGREEMENT BETWEEN THE
CITYOF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE THIRD AMENDMENT; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on October 3, 2006 the City Council entered into an Agreement with the
Denton Affordable Housing Corporation to provide certain services for the provision of
affordable housing under the National Affordable Housing Act of 1990, as amended by the
Housing and Community Development Act of 1992, which Agreement was authorized by
Ordinance No. 2006-296; and
WHEREAS, on June 12, 2007 the agreement was amended to provide that the Denton
Affordable Housing Corporation would set forth, in written agreement with each homebuyer
participant, a recapture provision to be enforced in the event that the homebuyer vacates the unit
for any reason; and
WHEREAS, on June 17, 2008 the agreement was amended a second time to provide
additional funding for ongoing activities of the Denton Affordable Housing Corporation; and
WHEREAS, the City Council, by approving the 2008 Action Plan for Housing and
Community Development, has authorized additional funding for ongoing activities of the Denton
Affordable Housing Corporation and the scope of work for the Denton Affordable Housing
Corporation has expanded; and
WHEREAS, the City Council deems it in the public interest to amend the Agreement
with the Denton Affordable Housing Corporation to provide for such additional funding and
revisions to program income requirement to be provided from funds made available by the U.S.
Department of Housing and Urban Development under the National Affordable Housing Act;
NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The City Council hereby approves the Third Amendment to the Agreement
between the City of Denton and the Denton Affordable Housing Corporation which is
incorporated herein for all purposes, and further authorizes the City Manager to execute said
Third Amendment to the Agreement.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
q
PASSED AND APPROVED the /0 day of G , 200 .
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY
THIRD AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF DENTON AND THE
DENTON AFFORDABLE HOUSING CORPORATION
This is the Third 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," which is attached
hereto as Exhibit 1.
WHEREAS, by Ordinance No. 2006-296, the City of Denton authorized its City Manager
to execute an Agreement with the Contractor to provide acquisition and renovation, and new
construction to promote affordable housing in the City of Denton in return for Denton providing
an amount not to exceed $140,000 for affordable housing projects described in the Work
Statement, Attachment A, attached to the Base Agreement; and
WHEREAS, the City of Denton authorized its City Manager to execute two previous
amendments revising the contract requirements to set forth either resale or recapture provisions
for the CONTRACTOR'S homeownership units and to increase the funding allocation from
$140,000 to $304,000 as approved in the City of Denton's 2007 Action Plan for Housing and
Community Development; and
WHEREAS, the City Council has approved additional funding for the Contractor in
accordance with their approval of the 2008 Action Plan for Housing and Community
Development, and adequate funding has been obtained from the U.S. Department of Housing and
Urban Development; and
WHEREAS, the "Base Agreement" sets forth requirements for "Program Income" that
the CITY now wishes to revise in accordance with the Federal regulations at 24 CFR Part 92;
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 1. "Tenn" of the Base Agreement is amended to read as follows:
This Agreement shall commence on or as of October 3, 2006, and shall terminate on July
31, 2010, unless adjusted by the CITY. Request for such an adjustment must be in writing and is to
be submitted to the Community Development Division.
2.
That Section 2. "Responsibilities" of the Base Agreement, subsection A is amended to
read as follows:
A. Contractor hereby accepts the responsibility for the performance of all services and
activities described in the amended Work Statement attached hereto as Attachment
"A" and incorporated herein as if set forth at length, in accordance with the amended
Program Budget attached hereto as Attachment "B" and the amended Schedule of
Contract Activities attached hereto as Attachment "C" and incorporated herein as if
set forth at length, in as satisfactory and efficient manner as determined by City in
accordance with the terms herein.
3.
That Section 6. "Program Income" of the Base Agreement is amended to read as follows:
A. HOME program income is defined as all fees and interest payments on HOME-assisted
units/projects and any interest income on deposited HOME funds or program proceeds
collected by the CONTRACTOR. Program income 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. 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.
C. 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.
4.
That save, and except as amended hereby, the remaining sections, subsections, sentences
and clauses of the Base Agreement dated October 3, 2006; the first amendment, dated June 12,
2007; and the second amendment, dated June 17, 2008 shall remain in full force and effect.
IN WITNESS of which this Third Amendment has been executed on this the 1Z
day of , 200 by the duly authorized officials of the City and the
Contractor. ?
CITY OF DENTON
GEORGE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY. ;b"'
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: `
DENTON AFFORDABLE HOUSING
CORPORATION
L IE MCAD S
BOARD PRESIDENT
ATTEST:
BY:
BOARD SECRETARY
ATTACHMENT "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,
tenant-based rental assistance 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.
The Affordable Homeownership Opportunity Program provides for acquisition, renovation and
sale of single-family units. HOME Program 2006-2008 funding in the amount of $382,684 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 often (10)
units will be sold to low and moderate-income homebuyers.
The Affordable Housing Construction Program provides funding to construct single-family
units. Properties suitable for single-family housing will be acquired through purchase or donation.
Units will be constructed in such a way as to make them affordable to low and moderate-income
households. Units will be sold to HOME-eligible households. Not more than 10% of the total
funding amount may be used to assist buyers with down payment and closing costs. A_ minimum of
one (1) unit will be constructed and sold to low and moderate-income homebuyers
ATTACHMENT "B"
PROGRAM BUDGET
Affordable Homeownership Opportunity Program $382,684
Affordable Housing Construction Program no 2006-2008 funding
ATTACHMENT "C"
SCHEDULE OF CONTRACT ACTIVITIES
Activity
Previously
Jan-June
July-Dec
Jan-July
TOTAL
Expended
2009
2009
2010
Affordable Housing
$107,000
$80,000
$120,000
$75,684
$382,684
Opportunity Program -
Acquisition, Rehabilitation,
Homebu er Asst.
New Construction Program
Use of Program Proceeds to Construct Additional Unit(s)
S:s0tr Ducyp rC-Lr%06%DMIC 70062007 Ca l Ox
EXHIBIT ONE
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;
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. 2006, and shall terminate on
December 31, 2007, 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 under the Affordable Housing
Opportunity Program and the New Construction Program described in Attachment "A" to be
assisted with HOME funds will have prior approval from the CITY of Denton. CONTRACTOR
agrees that project delivery costs paid with HOME funds or HOME proceeds will not exceed more
than 10% of the total project cost as determined by the CITY.
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. 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.
Page 2 of 14
K. CONTRACTOR shall provide timely notice to "neighborhood" residents prior to
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 $140,000 or less in project funds to the
CONTRACTOR for specific housing projects and programs as described the Work Statement,
Attachment "A".
B. CONTRACTOR may request a maximum of $30,000 in 2006-'07 funds per 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
= 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 meets all affordability requirements identified in 24
CFR 92.252 or 92.254. CONTRACTOR further agrees to develop a deed of trust for use with all
HOME-assisted units that incorporates these requirements, including remedies for breach of the
agreement provisions. CONTRACTOR will provide the CITY with a copy of the deed of trust with
provisions described above for approval before the sale of any HOME-assisted units.
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.
I. 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
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
of the Program Budget.
C. CONTRACTOR assures and guarantees that it possesses the legal authority,
Page 4 of 14
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 INCOME
A. HOME program income is defined as all fees and interest payments on HOME-
assisted units/projects and any interest income on deposited HOME funds or program proceeds
collected by the CONTRACTOR. Program income 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. HOME program proceeds are defined as income from the sale of HOME-assisted
housing. Proceeds may be retained by the CONTRACTOR for use on other HOME-eligible
activities included in the Work Statement included here as Attachment "A".
C. Any income generated from the use of HOME funds, proceeds, or any income
generated through subsequent use of these funds shall continue to be used by the CONTRACTOR
for HOME-eligible activities included in the Work Statement in the City of Denton. Use of the
funds on projects or programs other than those identified in this Agreement must be approved in
writing by the CITY. Any income retained and used by the CONTRACTOR must be available to
the CITY as a matching contribution for the HOME program. Upon request, CONTRACTOR will
approve appropriate certifications stating that funding is available as a HOME program match to
the CITY.
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
Page 5of14
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
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 quarterly 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
45 days of the end of the quarter. 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.
Page 6of14
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.
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 CON'T'RACTOR 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.
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(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.
11.
CONFLICT OF INTEREST
A. CONTRACTOR agrees to comply with the federal regulations at 24 CFR 92.356.
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
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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 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
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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.
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
Page 10 of 14
CITY within ten (10) working days of approval.
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
Page 11 of 14
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 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:
City Manager
City of Denton
215 E. McKinney St.
Denton, Texas 76201
Director
Denton Affordable Housing Corporation
604 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 maybe required by law. -
Page 12 of 14
IN WITNESS OF WHICH this Agreement has been executed on this the - day of
2006.
CITY OF DENTON
U ~
BY:
H OWARD MARTIN, CIT MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
DENTON AFFORDABLE HOUSING
CORPORATION
BY.
OARD PRESIDENT
ATTEST:
IA(
SECRETARY
Page 13 of 14
ATTACHMENT "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,
tenant-based rental assistance 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.
The Affordable Homeownership Opportunity Program provides for acquisition, renovation and
sale of single-family units. HOME Program 2006-2007 funding in the amount of $140,000 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 $30,000 in 2006-'07 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 nr(aur 0)
unity will he.ynld to Inw and moderate-inrnme homPhuyPry
The Affordable Housing Construction Program provides funding to construct single-family
units. Properties suitable for single-family housing will be acquired through purchase or donation.
Units will be constructed in such a way as to make them affordable to low and moderate-income
households. Units will be sold to HOME-eligible households. Not more than 10% of the total
funding amount may be used to assist buyers with down payment and closing costs. A minimum of
nna CI) unit will he rnn strurted and sald to Inw and mnderato-inrame hnmehuWy
ATTACHMENT "B"
PROGRAM BUDGET
Affordable Homeownership Opportunity Program $140,000
Affordable Housing Construction Program *no 2006-2007 funding
* Both programs will also use program proceeds for projects.
ATTACHMENT "C"
SCHEDULE OF CONTRACT ACTIVITIES
Activity
Jan-Nlar
Aril-June
Juty-Se t
Oct-Nov
Total
Affordable Housing Opportunity Program -
Acquisition, Rehabilitation, Homebuyer
Asst.
30.0(1()
S30,000
$30,000
$20.000
$140.000
New Construction Program
Use of Program Proceeds to Construct Additional Unit(s)