2003-071S:10w Dxuma4`O~mte\OTLC OAHC O~dlom[eda[
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
APPROVING AN 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 FUNDS WITH RESPECT TO THE AGREEMENT; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City is a sub recipient of certain funds from the U.S. Department of
Housing and Urban Development under Section 1011 of the Residential Lead-Based Hazard
Reduction Act of 1992 (Title X of the Housing and Community Development Act of 1992,
Public Law 102-550); and
WHEREAS, the City has adopted a budget for such funds and included therein an
authorized Program Budget for expenditure of funds by the Denton Affordable Housing
Corporation (DAHC) to participate in a Denton Area Lead, Education, Reduction and Training
(ALERT) program to identify and control the hazards of lead-based paint in eligible privately-
owned housing units constructed before 1978, included as Attachment "B"; and
WHEREAS, DAHC has a demonstrated history of significant service to the community
in the area of affordable housing; and
WHEREAS, the DAHC is the only certified Community Housing Development
Corporation in Denton and is the only eligible organization to receive these funds pursuant to the
grant application; and
WHEREAS, this agreement 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, the City Council deems it in the public interest to enter into an agreement
with 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 lead-based paint hazard reduction program in accordance
with the terms of this Agreement, which Agreement is made a part of this ordinance for all
purposes, and authorizes the City Manager to execute this Agreement.
SECTION 2. That the City Council authorizes the expenditure of funds for lead-based
paint hazard reduction costs and project funding for the DAHC in accordance with the terms of
the attached Agreement.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the day of '2003.
4el-
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
r
BY: r
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: / ( G
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STATE OF TEXAS
COUNTY OF DENTON
AGREEMENT BETWEEN THE CITY OF DENTON
AND
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 resolution,
and the Denton Affordable Housing Corporation, Denton, Texas, a certified non-profit
community housing development corporation ("CONTRACTOR").
WHEREAS, CITY is a sub recipient of certain funds from the United States Department
of Housing and Urban Development under its Lead-Based Paint Hazard Control Program
(LHCP); Section 1011 of the Residential Lead-Based Hazard Reduction Act of 1992 (Title X of
the Housing and Community Development Act of 1992, Public Law 102-550); and
WHEREAS, CITY has adopted a budget for such funds and included therein an
authorized Program Budget for expenditure of funds for mitigation and removal of lead-based
paint hazards in various locations within CONTRACTOR'S corporate limits; and
WHEREAS, CITY has designated the Community Development Division of the
Economic Development Department as the responsible party for the administration of this
Agreement and all matters pertaining thereto; 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 March 1, 2002, and shall terminate on
February 28, 2005 unless adjusted by CITY. Request for such an adjustment must be in writing
and is to be submitted to City's Community Development Division, 100 West Oak Street, Suite
208, Denton, Texas, 76201.
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2.
RESPONSIBILITIES
A. CONTRACTOR hereby accepts responsibility for carrying out all activities
described in the Scope of Work attached hereto as Attachment "A", in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
B. CONTRACTOR hereby accepts responsibility for assuring the complete
performance of all services and activities. The CONTRACTOR will perform in accordance with
the Project Budget attached hereto as Attachment B, in a satisfactory and efficient manner as
determined by CITY, in accordance with the terms herein. CITY understands that CONTRACTOR
intends to obtain appropriate agreements as necessary to ensure performance of the terms and
conditions of this Agreement.
C. CONTRACTOR's executive director shall be CONTRACTOWs representative
responsible for the management of all contractual matters pertaining hereto, unless written
notification to the contrary is received from CONTRACTOR, and, approved by CITY.
D. CONTRACTOR agrees that all individual projects completed with funding from the
Denton ALERT Program grant described in Attachment "A" will have approval from the CITY of
Denton. CONTRACTOR also agrees that prior to work being performed on any project receiving
Denton ALERT Program grant funds, as described in Attachment "A", CONTRACTOR will
provide CITY with a project pro forma indicating all sources and uses of funds for the project.
CONTRACTOR must also provide CITY with documentation of site and right of way control.
E. CITY's Community Development Administrator will be the CITY'S
representative responsible for the administration of this Agreement.
3.
CITY'S & CONTRACTOR'S OBLIGATIONS
A. CITY shall provide funds in the amount of $30,000 or less in project funds to the
CONTRACTOR for specific housing projects and programs as described in the Scope of Work,
Attachment "A".
B. CONTRACTOR agrees to obligate matching funds in the amount of $12,970 from
any combination of Private, CDBG or HOME funds for this program as described in the Budget,
Attachment "B."
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.
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D. As the lead agency of the Lead Hazard Control Grant fiords, the City of Fort Worth
shall be responsible for performing a general environmental review to insure necessary compliances
are met.
E. CONTRACTOR shall be responsible for performing a specific site assessment
environmental review to insure necessary compliances are met for each individual project site.
F. This Agreement and the payments made hereunder are contingent upon receipt of
U.S. Department of Housing and Urban Development funds pursuant to the Office of Health
Homes and Lead Hazard Control and shall terminate immediately, not withstanding the provisions
of Article 18 hereof, should such funds be discontinued for any reason.
G. 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 the Residential Lead-Based Hazard Reduction Act of
1992 (Title X of the Housing and Community Development Act of 1992, Public Law 102-550).
H. Upon dissolution of the contract any remaining funds or assets derived from the
expenditure of the CITY's funds, hereinafter sometimes described as the CITY'S Denton ALERT
Program proceeds, must be immediately returned to the CITY.
1. CONTRACTOR shall perform all services, obligations and activities as required by
the Agreement Between the City of Denton And The Denton Affordable Housing Corporation to
fully comply with the Scope of Work described in Attachment A to this Agreement and
Attachments "B" and "C" describing the Budget and Schedule of Contract Activities
4.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant to this Agreement
are funds, which have been made available to CITY by the Federal Government (U.S.
Department of Housing and Urban Development) under the Lead-Based Paint Hazard Control
Act of 1992, as amended, in accordance with an approved Grant Application and specific
assurances. Accordingly, CONTRACTOR assures and certifies that it will comply with the
requirements of the statute as amended and with regulations promulgated there under. The
foregoing is in no way meant to constitute a complete compilation of all duties imposed upon
CONTRACTOR by law or administrative ruling, or to narrow the standards that
CONTRACTOR must follow.
B. CONTRACTOR shall be responsible for performing the environmental review on
each site and monitoring the project for compliance with federal wage and labor requirements.
C. CONTRACTOR further agrees and certifies that if the regulations and issuances
promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify
CITY, as provided in Article 19 of this Agreement.
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D. CONTRACTOR agrees to abide by the conditions of and comply with all
applicable requirements of the Office of Management and Budget Circulars Nos. A-87 and
A-128 and the Code of Federal Regulations.
E. CONTRACTOR shall comply with all applicable federal, state and local laws
and regulations in its performance under this agreement.
5.
REPRESENTATIONS
A. CITY and CONTRACTOR assure and guarantee that they possess the legal
authority, pursuant to any proper, appropriate and official motion, resolution or action passed or
taken, to enter into this Agreement.
B. The person or persons signing and executing this Agreement on behalf of the
parties, do hereby warrant and guarantee that they have been fully authorized by the parties to
execute this Agreement on behalf of same and to validly and legally bind the parties to all terms,
performances and provisions herein set forth.
C. 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.
D. CONTRACTOR warrants that it will provide for CITY access to any site for
inspection for purposes of this Agreement.
E. Any changes to the work authorized by CITY can only be done in writing with
the signature of CITY'S City Manager, or his/her designee, plus those of CONTRACTOR and its
representatives.
6.
PROGRAM INCOME
A. For purposes of this Agreement, program income means earnings of
CONTRACTOR realized from activities resulting from this Agreement or from
CONTRACTOR's management of funding provided or received hereunder. Such earnings
include, but are not limited to, income from interest, usage or rental or lease fees, income
produced from contract-supported services of individuals or employees or from the use or sale of
equipment or facilities of CONTRACTOR provided as a result of this Agreement, and payments
from clients or third parties for services rendered by CONTRACTOR under this Agreement.
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B. CONTRACTOR shall maintain records of the receipt and disposition of program
income in the same manner as required for other contract funds, and reported to CITY in the
format prescribed by CITY. CITY and CONTRACTOR agree, based upon advice received from
representatives of the U.S. Department of Housing and Urban Development (HUD), that any fees
collected for services performed by CONTRACTOR shall be spent only for service provision.
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 under this Agreement and
with any other applicable 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 all expenditures. 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 under this Agreement for the period of time and under the conditions
specified by CITY.
C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of
responsibility for retaining accurate and current records that 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. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts
that involve other income-producing services or activities.
F. It is CONTRACTOR's responsibility to obtain from CITY a prior determination
as to whether or not income arising directly or indirectly from this Agreement, or the
performance thereof, constitutes program income. CONTRACTOR is responsible to CITY for
the repayment of any and all amounts determined by CITY to be program income, unless
otherwise approved in writing by CITY.
8.
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REPORTS AND INFORMATION
A. The CITY's Community Development Administrator will be CITY's
representative responsible for the administration of this Agreement.
B. CONTRACTOR shall comply with HUD Office of Management and Budget
circulars A-122 and A-110, Attachments B, F, H, paragraph 2 and Attachment O.
C. 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
D. CONTRACTOR shall not change the Program Budget without prior written
approval from the CITY.
E. CONTRACTOR shall be responsible for performing a site-specific environmental
review prior to acquisition of properties to be used for affordable housing projects.
F. At such times and in such form as CITY may require, CONTRACTOR shall furnish
such statements.
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,
commonly 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.
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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
CONTRACTOR shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations. 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.
11.
CONFLICT OF INTEREST
A. CONTRACTOR covenants that neither it nor any member of its governing body
presently has any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement. CONTRACTOR fuuther
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.
B. 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.
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C. No officer, member, or employee of CITY and no member of its governing body
who exercises any function or responsibilities in the review or approval of the undertaking or
carrying out of this 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.
C. None of the provisions herein contravenes or are in conflict with the authority
under which CONTRACTOR is doing business or with the provisions of any existing indenture
or agreement of CONTRACTOR. 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.
D. Each of these representations and warranties shall be continuing and shall be
deemed to have been repeated by the approval of each request for payment.
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14.
COVENANTS
Should CONTRACTOR use funds received under this Agreement to acquire or improve
real property under CONTRACTOR's control, CONTRACTOR agrees and covenants that it will
fully comply with all requirements and regulations of any agency with jurisdiction over either the
property or the transaction:
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 Scope of Work, 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.
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 five (5) working days of
receipt by CONTRACTOR.
H. 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 nominal 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.
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1. 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.
J. 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.
16
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 CONTRACOR, 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.
17.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely and properly
perform each of the requirements, time conditions and duties provided herein, CITY, without
limiting any rights it may otherwise have, may, at its discretion, and upon ten working days
notice to CONTRACTOR, withhold further payments to CONTRACTOR Such notice shall be
in writing and may be given by certified mail, return receipt requested or any other means
reasonably calculated to provide actual notice to the appropriate officials of CONTRACTOR.
The notice shall set forth the default or failure alleged, and the action required to cure. The
period of such suspension shall be of such duration as its appropriate to accomplish corrective
action, but in no event shall it exceed 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, the
provisions of Article 18 may be effectuated.
18.
TERMINATION
A. CITY may terminate this agreement for cause under any of the following reasons:
(1) CONTRACTOR's failure to attain compliance during any prescribed
period of suspension as provided in Article17.
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(2) CONTRACTOR's violation of covenants, agreements or guarantees of
this Agreement.
(3) Termination or reduction of funding by the United States Department of
Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR
(a) is in such unsatisfactory financial condition as to endanger
performance under this Agreement;
(b) has allocated inventory to this program which substantially
exceeds the reasonable requirements of the program.
(c) is delinquent in payment of performance of this Agreement in the
ordinary course of business.
(5) Appointment of a trustee, receiver or liquidator for all or substantial part of
CONTRACTOR's property, or institution of bankruptcy, reorganization, rearrangement
of or liquidation proceedings by or against CONTRACTOR.
(6) CONTRACTOR's inability to conform to changes required by Federal,
State and local laws or regulations as provided in this Agreement.
(7) CONTRACTOR's violation of any law or regulation to which
CONTRACTOR is bound or shall be bound under the terms of the Agreement.
B. CITY shall promptly notify CONTRACTOR in writing of the decision to
terminate and the effective date of termination. Simultaneous notice of pending termination
maybe made to other funding source specified.
C. CITY may terminate this Agreement for convenience at any time, by giving
written notice to CONTRACTOR. If this Agreement is terminated by CITY for convenience,
CONTRACTOR will be paid an amount not to exceed the total of accrued expenditures as of the
effective date of termination. In no event will this compensation exceed an amount which bears
the same ratio to the total compensation as the services actually performed bears to the total
services of CONTRACTOR covered by the Agreement, less payments previously made.
D. CONTRACTOR may terminate this Agreement in whole or in part by written
notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends
for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement,
to seek an alternative funding source, with the approval of CITY, provided the termination by the
outside funding source was not occasioned by a breach of contract as defined herein or as
defined in a contract between CONTRACTOR and the funding source in question.
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E. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or
otherwise terminate any outstanding orders that relate to the performance of this Agreement.
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses,
encumbrances or obligations whatsoever incurred after the termination date listed on the notice
to terminate referred to in this paragraph.
F. Notwithstanding any exercise by CITY of its right of suspension or termination,
CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by
virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any
reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY
from CONTRACTOR is agreed upon or otherwise determined.
19.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is made or brought by any
person(s), firm corporation or other entity against CONTRACTOR regarding or related to the
subject matter of this Agreement, CONTRACTOR shall give written notice thereof to CITY
within five working days after being notified of such claim, demand, suit or other action. Such
notice shall state the date and hour of notification of any such claim, demand, suit or other
action; the names and addresses of the person(s), firm, corporation or other entity making such
claim, or that instituted or threatened to institute any type of action or proceeding; the basis of
such claim, action or proceeding; and the name of any person(s) against whom such claim is
being made or threatened. Such written notice shall be delivered either personally or by mail.
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,
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, attorney 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.
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21.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or
any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company
or other financial institution without the prior written approval of CITY.
B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable,
the remaining provisions shall remain in full force and effect and continue to conform to the
original intent of both parties hereto.
C. In no event shall any payment to CONTRACTOR hereunder, or any other act or
failure of CITY to insist in any one or more instances upon the terms and conditions of this
Agreement constitute or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by CONTRACTOR. Neither
shall such payment, act, or omission in any manner impair or prejudice any right, power,
privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers,
privileges, or remedies are always specifically preserved. No representative or agent of CITY
may waive the effect of this provision.
D. This Agreement, together with referenced exhibits and attachments, constitutes
the entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding or other commitment antecedent to this Agreement, whether written or oral, shall
have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding,
or other commitment occurring during the term of this Agreement, or subsequent thereto, have
any legal force or effect whatsoever, unless properly executed in writing, and if appropriate,
recorded as an amendment of this Agreement.
E. In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for
matters of compliance, will have the final authority to render or to secure an interpretation.
F. For purposes of this Agreement, all official communications and notices among
the parties shall be deemed made if sent postage paid to the parties and address set forth below:
22.
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:
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TO CITY:
Community Development Administrator
City of Denton
101 S Locust St., Ste. 501
Denton, Texas 76201
TO CONTRACTOR:
Director
Denton Affordable Housing Corporation
604 N Bell Avenue
Denton, Texas 76209
23.
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.
WITNESS OF WHICH this Agreement has been executed on this the ~ day of
2003.
CITY OF DENTON
BY.
MICHAEL A. CONDUFF, CITY AGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
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Page 14 of 15
SM. pacummtelCOnheclebl\CC DA CAGREEMENT MA .d.
DENTON AFFORDABLE HOUSING
CORPORATION
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SECRETARY
Page 15 of 15
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ATTACHMENT "A"
SCOPE OF WORK
Denton Affordable Housing Corporation
The Denton Affordable Housing Corporation ("DAHC") agrees to enter into a partnership with the
City of Denton to complete a Denton Area Lead Education Reduction and Training Program
("Denton ALERT Program"). The purpose of the Denton ALERT Program is to provide
affordable lead-safe housing in the Denton area DAHC agrees to carry out the following activities:
administrative reporting, lead-based paint hazard reduction during rehabilitation of properties built
before 1978 in compliance with all Federal, State and local regulations..
Expenditure of Denton ALERT funds for lead-based paint reduction activities is limited to projects
within the city limits of Denton. DAHC's projects and programs will primarily benefit low and
moderate-income owner-occupied or first time homebuyer households. Low and moderate income
is defined as households below 80% of the area median income.
The Denton ALERT Program provides funds for expenditures necessary to reduce lead-based
paint hazards during renovation of single-family units. Denton ALERT Program funding in the
amount of $30,000 will be available to DAHC to use for completion of a minimum of four (4)
projects to receive Denton ALERT Program funding. DAHC agrees to set aside other eligible
funds in the amount of $12,970 as matching funds for the Denton ALERT Program.
The Denton ALERT Program's major focus is to complete lead-based paint hazard control
activities in combination with existing housing repair/homebuyer assistance/acquisition
programs already operating successfully with private, Federal CDBG and HOME funds. A
Denton ALERT Program will allow continued assistance to low-income households and assure
affordable housing stock is free of lead hazards while maintaining the levels of assistance
provided for in the past. These programs include housing repair, homebuyer assistance and
minor repair. The Denton ALERT Program funds received by DAHC will allow for low-level
intervention activities benefiting a minimum of 4 households.
As recipients of Community Development Block Grant funds, DAHC is required to include the
Section 3 clause in any contract over $100,000.
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The process of the Lead Hazard Control Program Denton Area begins with determining if a valid
Paint Inspection/Risk Assessment has been done in accordance with HUD Guidelines. If so, the
project will continue based on the findings of the Inspection/Assessment. If not, both a Paint
Inspection and Risk Assessment will be carried out. As this area initiative has three in-house
Risk Assessors, these inspections/assessments will be done "in house". A TDH-licensed Paint
Inspector/Risk Assessor will complete a Paint Inspection using a Niton XL-309 x-ray
fluorescence analyzer. All reports will be produced in the format of the software supplied by
Niton. The number of tests taken will be determined by the HUD Guidelines Chapter 7
(revised).
Concurrently with the Inspection, a TDH-licensed Lead Risk Assessor will carry out a Risk
Assessment. The Assessment will follow all protocols laid out in HUD Guidelines Chapter 5
and the Texas Environmental Lead Reduction Rules. All deteriorated paint will be noted and
matched to the XRF results being produced. Dust wipe samples from interior windowsills and
floors will be taken and analyzed by an ELPAT-accredited laboratory. However, as the XRF
analyzer will be onsite during the Risk Assessment, XRF readings can be taken of the dust wipe
samples (both from those that will be analyzed by the laboratory and from extra samples)
according to the proposed protocols currently under consideration by HUD for lead in dust by
XRF. This will help guide the Risk Assessor in real-time to more accurately pinpoint sources of
lead risk. The Risk Assessor will then write up the Risk Assessment Report according to the
Texas Environment Lead Reduction Rules §295.212 (c)(9).
For the LHC efforts in Homebuyers' Assistance, a certified Risk Assessor who is properly
trained in the HUD "on-line" training will conduct a Visual Assessment.
The Paint Inspection, Risk Assessment and/or Visual Assessment Reports will be given to the
owner or seller of the subject property.
S:\Our Document\Cunma \OTCC DAHC AGMEMH FWA .doc
ATTACHMENT "B"
DENTON ALERT PROGRAM
DENTON AFFORDABLE HOUSING CORPORATION
BUDGET
Lead-Based Paint Hazard Reduction - Major Rehab
Lead-Based Paint Hazard Reduction - Minor Rehab
Subtotal - ALERT Program Grant Funds
DAHC Matching Funds - Major Rehab
DAHC Matching Funds - Minor Rehab
DHAC Risk Assessor Salary/Fringe Benefits Matching Funds
$20,000
$10,000
$30,000
$10,000
$ 2,000
$ 734
DAHC Private Vehicle Transportation Reimburse Matching Funds $ 236
Subtotal - Agency Matching Funds
Grand Total ALERT Program Budget
1$ 2,970
$42,970
Rehabilitation Projects will be identified as acquired - Eligible Properties are those needing
rehabilitation when property is built before 1978, is inside the city limits and tests positive for lead-
based paint
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