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2001-047 OP, OINANCE NO O0/- AN ORDINANCE ACCEPTING COMPETITWE BDS AND AWARDING A CONTRACT FOR TENANT BASED RENTAL ASSISTANCE PROGRAM FOR EMERGENCY FINANCIAL AD, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE (BID 2619 - TENANT BASED RENTAL ASSISTANCE PROGRAM, AWARDED TO FAIRHAVEN RETIREMENT CENTER, IN THE AMOUNT OF $87,218) WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supphes or services in accordance with the procedures of STATE law and C~ty ordinances, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "B~d Proposals" submitted therefore, and WHEREAS, the C~ty Council has provided In the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted hereto, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive bids for materials, equipment, supplies, or services, described in the "Bid Proposals" on file an the office of City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as bmng the lowest responsible bids for such ~tems BID NUMBER CONTRACTOR AMOUNT 2619 Fairhaven Retirement Center $87,218 SECTION II That the acceptance and approval of the above competitive bids, the City accepts the offer of the persons submitting the b~ds for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contmned ~n the B~d Inwtatlons, Bid Proposals, and related documents SECTION III That the C~ty and persons submitting approved and accepted ~tems and of the submitted b~ds w~sh to enter into a formal written agreement as a result of the acceptance, approval, and awarchng of the bids, the C~ty Manager or h~s designated representative ~s hereby authorized to execute the written contracts which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantmes and specified sums contained in the Bid Proposal and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above competitive bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective ~mmediately upon ~ts passage and approval PASSED AND APPROVED th~s the ~']~ day of ~, 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM 2619 Tenant Based Rffntal Ass~st!/nee Program ORDINANCE 2001 - 2003 TENANT-BASED RENTAL ASSISTANCE ADMINISTRATION AGREEMENT BETWEEN THE CITY OF DENTON AND FAIRHAVEN, INC (Bid tl 2619) Th~s Conl~act ~s made and entered into by and between the C~ty of Denton, a Texas mumc~pal corporation, acting by and through ~ts C~ty Manager, pursuant to ordinance, hereinafter referred to as CITY, and Fatrhaven Rettrement, Inc, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certain funds from the U S Department of' Housing and Urban Development under the Nataonal Affordable Housing Act of 1990, as amended, and WHEREAS, CITY has adopted a Consohdated Plan that mclades a budget for such funds and ~ncluded therein an authorized budget for expenchture of funds for tenant-based rental assistance to be prowded to elderly and chsabled residents, and WHEREAS, CITY has designated the Commumty Servmes Office as the d~ws~on responsible for the adm~mstrat~on oft!us contract and all matters pertmmng thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the partaes hereto agree, and by the execution hereof are bound to the mutual obhgat~ons and to the performance and accomphshment of the condmons hereinafter described 1 TERM Tlus Contract shall commence on or as of January 1, 2001, and shall terminate on January 1, 2003 2. RESPONSIBILITIES A CONTRACTOR hereby accepts the respons~b~hty for the performance of all services and actamt~es, described m the Work Statement attached hereto as Extublt A, ~n a satisfactory and efficient manner as determined by CITY, ~n accordance w~th the terms here~n B CONTRACTOR's executive d~rector shall be CONTRACTOR's representative responsible for the management of all contractual matters pertmmng hereto, unless written notfficat~on to the contrary is received and approved by CITY The CITY's Commamty Development Adrmmstrator shall be CITY's representative responsible for the adm~mstrat~on of tl~s contract H \contracts\TBRA contract doc Page 1 of 18 3 CITY'S OBLIGATION A. Limit of Llabihty CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the project budget included as a part of Exhibit B Notwithstanding any other provision of the Contract, the total of all payments and other obligations made or meurred by CITY hereunder shall not exceed the sum of $ 87,218 (Eighty-seven thousand two hundred eighteen dollars) B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions set forth in flus Section and Section 7 of this Contract (1) CITY shall not be liable for any cost or portion thereof which (a) has been paid, reimbursed or is subject to payment or reunbursement, from any other source, (b) was recurred prior to the beginning date, or after the ending date specified in Section I, (c) is not in stnct accordance with the terms of this Contract, including all exhibits attached hereto, or (d) has not been hilled to CITY within thirty (30) calendar days follovang billing to CONTRACTOR, or termination of the Contract, whichever date is earlier (2) CITY shall not be liable for any cost or portion thereof which is recurred with respect to any activity of CONTRACTOR reqmrmg prior written authorization from CITY, or after CITY has requested that CONTRACTOR furmsh data concerning such actlun prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (3) CITY shall not be obligated or liable under this Contract to any party other than CONTRACTOR for payment of any momes or promslon of any goods or services 4. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR understands that funds provided to ~t pursuant to this Agreement are funds that have been made avmlable to CITY by the Federal Government (U S Department of Housing and Urban Development) under the National Affordable Housing Act of 1990, as amended, ~n accordance with an approved grant application and specific assurances Accordingly, CONTRACTOR assures and certifies that ~t will comply with the requirements of the National Affordable Housing Act of 1990 as amended and with regulations promulgated thereunder and H \contracts\TBRA contract doe Page 2 of 18 codified at 24 CFR Part 92 as the HOME Investment Partnerships program The foregoing ~s in no way meant to constitute a complete compllaUon of all duties ~mposed upon CONTRACTOR by law or admlmstrat~ve mhng, or to narrow the standards that CONTRACTOR must follow CONTRACTOR agrees to admlmster a local tenant-based rental assistance program in comphance w~th regulations at 92 209 CONTRACTOR will ensure that all households receiving Tenant-Based Rental Assistance ("TBRA") meet ehg~bfltty criteria as stated in the City of Denton's Tenant Selection Pohcy and ~n the HOME regulations of 92 209 (c) Funding received under the contract vail prowde TBRA to very low-income elderly and disabled households CONTRACTOR agrees to continue adm~mstrat~on of TBRA to each designated household for the length of the tenant assistance contract, regardless of change of residence CONTRACTOR agrees to inform prospec~ve TBRA participants regarding their rights under the program, incluchng portability of the assistance vatlun jurisdictional boundaries Only households residing ~n the City of Denton's corporate hmlts may be provided with TBRA CONTRACTOR further assures and certifies that if the regulations and issuances promulgated pursuant to the Act are amended or revised, it shall comply vath them, or notify CITY, as provided in Section 21 of this Agreement CONTRACTOR shall abide by the conditions of and comply w~th the reqturements of the Office of Management and Budget Circular Nos A-87, A-1 l0 and A-122 CONTRACTOR shall comply w~th all laws of the United States of America and the State of Texas and ordinances of the C~ty of Denton in the performance of this contract 5. REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to proper, appropnate and official moUon, resolution or action passed or taken, to enter into thxs Contract B The person or persons signing and executing this Contract on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute tins Contract on behalf of CONTRACTOR and to validly and legally brad CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at ~ts optton, to either temporarily suspend or permanently terminate th~s Contract ffthere ~s a d~spute as to the legal authority of e~ther CONTRACTOR or the person sigmng the Contract to enter rotc flus Contract CONTRACTOR shall pay to CITY any and all money ~t receives from CITY pursuant to this Contract if CITY suspends or terminates fins Contract for the reasons enumerated m th~s Section D CONTRACTOR agrees that the funds and resources prowded CONTRACTOR under the terms of this Contract will an 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 H \contracts\TBRA contract doc Page 3 of 18 have been avmlable to, or prowded through, CONTRACTOR had th~s Contract not been executed 6. PERFORMANCE BY CONTRACTOR CONTRACTOR will prowde, oversee, adm~mster, and carry out all of the act~wt~es and servmes set out in the Work Statement, attached hereto and incorporated herein for all purposes as Exlmblt A, utthzmg the funds as provided m Exhibit B, attached hereto and incorporated heroin for all purposes and in accordance with all other terms, provisions and reqmmments of tlus Contract No mochficatlons or alterations may be made in the Work Statement w~thout the prior written approval of the CITY's Commumty Development Admlmstrator 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a max~mmn amount of money not to exceed $87,218 (E~ghty seven thousand two hundred eighteen dollars) for services rendered under tlus Contract CITY may pay these funds on a reimbursement basis to the CONTRACTOR w~t!un twenty days after CITY has received supporting documentation Fmlure to request reimbursement on a timely basis, may jeopardize present or future funding B Excess Payment CONTRACTOR shall refund to CITY w~th~n ten (10) working days of CITY's request, any sum of money wluch has been prod by CITY and wbach CITY at any t~me thereafter determines (1) has resulted ~n overpayment to CONTRACTOR, (2) has not been spent strmtly m accordance with the terms of th~s Contract, or (3) ss not supported by adequate documentation to fully justify the expenditure C D~sallowed Costs/Reversion of Assets Upon termination of th~s Agreement, should any expense or change for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or momtonng by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR wall refund such amount to CITY within ten working days of a written notice to CONTRACTOR, whmh specffies the amount disallowed If CITY finds that CONTRACTOR is unwilling and/or unable to comply w~th any of the terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaunng unexpended funds which shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets The reversion of these financial assets shall be ~n addition to any other remedy avmlable to CITY either at law or in equity for breach of this Contract Refunds of disallowed costs may not be made from these or any funds received from or through CITY H \contracts\TBRA conh'act doc Page 4 of 18 D. Deobhgatlon of Funds In the event that actual expen&tures dewate from CONTRACTOR's provision of a corresponding level of performance, as specffied ~n Exl~b~t A, CITY hereby reserves the right to reappropnate or recapture any such under expended funds E Contract Close Out CONTRACTOR shall submit the Contract close out package to CITY, together wath a final expenditure report, for the txme period covered by the last mvome requesting reunbursement of funds under flus Contract, w~flun flurry (30) working days following the close of the Contract period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR WARRANTIES CONTRACTOR represents and warrants that A All ~nformat~on, reports and data heretofore or hereafter requested by CITY and furmshed to CITY, are complete and accurate as of the date shown on the mformat~on, data, or report, and, smce that date, have not undergone any s~gmficant change w~thout written not~ce to CITY B Any suppomng financial statements heretofore requested by CITY and furmshed to CITY, are complete, accurate and fatrly reflect the financial cond~tmn of CONTRACTOR on the date shown on smd report, and the results of the operation for the period covered by the report, and that s~nce smd date, there has been no material change, adverse or otherwise, in the financml condition of CONTRACTOR C No ht~gat~on or legal proceedings are presently pending or threatened agmnst CONTRACTOR D None of the prows~ons here~n contravenes or 1s ~n conflmt with the authority under wbach CONTRACTOR ~s dmng business or with the prowslons of any extmng ~ndenmre or agreement of CONTRACTOR E CONTRACTOR has the power to enter into flus Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and eondmons of th~s Contract F None of the assets of CONTRACTOR are subject to any hen or encumbrance of any character, except for current taxes not dehnquent, except as shown ~n the financial statements furnished by CONTRACTOR to CITY Each of these representations and warrant~es shall be contmmng and shall be deemed to have been repeated by the submission of each request for payment H \contraets\TBRA contract doe Page 5 of 18 COVENANTS Dunng the period of time that payment may be made hereunder and so long as any payments remaan unhqu~dated, CONTRACTOR shall not, without the prior written consent of CITY's Director of Community Development or her authorized representative (1) Mortgage, pledge, or otherwlse encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acqmred by ~t, or permit any pre- exlstmg mortgages, hens, or other encumbrances to remmn on, or attached to, any assets of CONTRACTOR which are allocated to the performance of tlus Contract and with respect to wtuch CITY has ownership hereunder, (2) Sell, assign, pledge, transfer or otherwise d~spose of accounts receivables, notes or clmms for money due or to become due, (3) Sell, convey, or lease all or a substantml part of its assets, (4) Make any advance or loan to, or recur any habfi~ty for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser, or (5) Sell, donate, loan or transfer any eqmpment or item of personal property purchased w~th funds prod to CONTRACTOR by CITY, unless CITY authorizes such transfer CONTRACTOR shall, upon written request by CITY, require ~ts employees to attend trmmng sessions sponsored by the Commun~W Serwces D~wslon l0 ALLOWABLE COSTS A Costs shall be considered allowable only if incurred d~rectly ~n the performance of and m comphance w~th this Contract and ~n conformance w~th the standards and prows~ons set forth in Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval of the expenditure of funds, even though certmn ~tems may appear there~n CITY's prior wrnten authorization ~s reqmred ~n order for the following to be considered allowable costs (1) Encumbrance or expenditure dunng any one month period which exceeds one-filth (1/5) of any budgeted hne ~tems for costs as specified xn Exhibit B, (2) CITY shall not be obhgated to any third purt~es, xnclud~ng any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration ofth~s Contract, (3) Out of town travel, H \contracts\TBRA contract doe Page 6 of 18 (4) Any alterations or relocation of the facllmes on and ~n wluch the acOwtles specified m Exhibit A are conducted, (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B, (6) Costs or fees for temporary employees or services, (7) Any fees or payments for consultant servmes, or (8) Fees for attending out of town meetings, sennnars or conferences Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient t~me to pernnt a thorough rewew by CITY Contractor must obtain written approval by CITY prior to the commencement of procedures to sohc~t or purchase services, eqmpment, or real or personal property Any procurement or purchase which may be approved under the terms of th~s Contract must be conducted in its entirety m accordance with the provisions of flus Contract 11. MAINTENANCE OF RECORDS A CONTRACTOR agrees to mmntam records that vnll provide accurate, current, separate, and complete disclosure of the status of the funds received under th~s Contract, in comphance w~th the prowslons of Exlub~t B, attached hereto, and with any other apphcable Federal and State regulations estabhsbang standards for financial management CONTRACTOR's record system shall contmn sufficient documentation to provide m detail full support and iustfficat~on for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other prowslon of th~s Contract or any applicable law CONTRACTOR shall ~nclude the substance of flus provision in all subcontracts B CONTRACTOR agrees to retmn all books, records, documents, reports, and written accounting pohmes and procedures pertatmng to the operation of programs and expenditures of funds under flus Contract for the period of time and under the con&tlons specified by CITY C Nothmg in the above subsections shall be constmed to relieve CONTRACTOR of responslbthty for retmmng accurate and current records wluch clearly reflect the level and benefit of services prowded under flus Contract D At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make avmlable to CITY, or any of its authorized representatives, all of ~ts records and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and cop~es of such records, and to conduct audits of all contracts, lnvomes, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives H \contracts\TBRA contract doe Page 7 of 18 12 REPORTS AND INFORMATION At such times and in such form as CITY may reqmre, CONTRACTOR shall furmsh such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Contract CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months, w~th the first reports due on or before March 30, 2001 The beneficiary report shall detml client information, including race, income, and other statistics reqmred by CITY The financial report shall include information and data relative to all programmatac and financial reporting as of the beginning date specified in Section I of this Contract Unless a written exemptton has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiners w~ttun ten (10) days after receipt of such 13. MONITORING AND EVALUATION A CITY shall perform on-site momtonng of CONTRACTOR's performance under this Contract B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement which is attached hereto as Exhibit A, as well as other provisions oftlus Contract C CONTRACTOR agrees to cooperate fully with CITY in the development, lmplementatton and maintenance of record-keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its momtorlng and evaluation responsibilities D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such momtormg and to designate one of its staff to coordinate the momtonng process as requested by CITY staff E After each official momtonng visit, CITY shall provide CONTRACTOR with a written report ofmonltonng finchngs F CONTRACTOR shall submit copies of any fiscal, management, or aucht reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~than five (5) workang days of receipt by CONTRACTOR 14. DIRECTORS' MEETINGS Dunng the term of tbas Contract, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include H \contracts\TBRA contract doc Page 8 of 18 an agenda and a brief description of the matters to be discussed CONTRACTOR understands and agrees that CITY representataves shall be afforded access to all of the Board of Directors' meetings Minutes of all meetings of CONTRACTOR's governing body shall be avmlable to CITY w~thm ten (10) worlang days of approval 15. INSURANCE A CONTRACTOR shall observe sound bus~ness practices with respect to prowd~ng such bondang and insurance as would provide adequate coverage for sermces offered under tins Contract B CONTRACTOR shall obtmn, for the premises on and in whmh the activities described m Exhibit A are conducted, and for the employees conducting these act~vltaes, premise habd~ty insurance, commonly referred to as "Owner/Tenant" coverage, with CITY named as an additional ~nsured Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate msurance coverage arrangements C CONTRACTOR w~ll comply w~th apphcable workers' compensation statutes and will obtmn employers' habthty coverage where avmlable and other appropriate habthty coverage for program partmlpants, if applicable D CONTRACTOR will ma~ntmn adequate and continuous habthty insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to drive a vetucle m the normal scope and course of their employment must possess a vahd Texas driver's hcense and automobile habdlty insurance Ewdence of the employee's current possession of a vahd hcense and insurance must be maintained on a current bas~s ~n CONTRACTOR's files E Actual losses not covered by ~nsurance as required by this Section are not allowable costs under th~s Contract, and remmn the sole responslbthty of CONTRACTOR 16 EQUAL OPPORTUNITY A CONTRACTOR shall subnut for CITY's approval a written plan for compliance w~th the Equal Employment and Affirmative Action Federal provisions, w~thln tturty (30) days of the effective date of this Contract B CONTRACTOR shall comply wath all apphcable equal employment oppormmty and affirmatave actton laws or regulattons C CONTRACTOR w~ll furmsh all ~nformatlon and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertmn compliance with local, state and Federal rules and regulations Page 9 of 18 D, In the event of CONTRACTOR's non-comphance wath the non-d~scnmlnatlon mqmrements, City may cancel or terminate the Contract m whole or ~n part, and CONTRACTOR may be barred from further contracts wath CITY 17 PERSONNEL POLICIES CONTRACTOR shall establish and malntmn personnel pollmes wbach shall be available for examlnatmn Such personnel policies shall A Be no more hberal than CITY's personnel pobcles, procedures, and practmes, lncludmg policies wath respect to employment, salary and wage rates, working hours and holidays, flange benefits, vacation and sink leave privileges, and travel, and B Be m writing and shall be approved by the governing body of CONTRACTOR and by CITY 18 CONFLICT OF INTEREST A CONTRACTOR covenants that neither ~t nor any member of its governing body presently has any interest, d~rect or redirect, wbaeh would conflmt m any manner or degree vath the performance of servmes reqtured to be performed under tbas Contract CONTRACTOR. further covenants that m the performance of this Contract, no person having such interest shall be employed or appomted as a member of ~ts govermng body B CONTRACTOR further covenants that no member of its govermng body or ~ts staff, subcontractors or employees shall possess any interest m or use bas position for a purpose that ~s or gives the appearance of being motivated by desire for private gmn for himself, or others, particularly those wtth wbaeh he has family, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responslbaht~es m the rewew or approval of the undertaking or carrying out of this Contract shall (1) participate m any dems~on relating to the Contract which affects bas personal mterest or the interest m any corporation, partnersbap, or association m wbaeh he has direct or md~reet interest, or (2) have any interest, direct or md~rect, m tbas Contract or the proceeds thereof 19. NEPOTISM CONTRACTOR shall not employ m any paid capacity any person who ~s a member of the ~mmedlate famdy of any person who ~s currently employed by CONTRACTOR., or is a member of CONTRACTOR's govermng board The term "member of ~mmedlate fannly" includes wife, husband, son, daughter, mother, father, brother, s~ster, m-laws, aunt, uncle, nephew, mete, step-parent, step-cbald, half-brother and half-sister H \contracts\TBRA contract doc Page 10 of 18 20. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is prepanng or submitting any appheatlon for funchng for the program described in Exhibit B in accordance wath the following procedures A When the application is in the planning stages, CONTRACTOR shall submit to CITY a description of the fi.rods being applied for, and the proposed use of funds B Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, in writing, within ten (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and contract C CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program w~thout the prior written consent of CITY 21 CHANGES AND AMENDMENTS A Any alterations, adchtions, or deletions to the terms of this Contract shall be by written amendment executed by both pames, except when the terms of this Contract expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among approved line-items wathm budget categories set forth in Extub~tB without prior written approval of CITY CONTRACTOR shall request, m writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Contract In addition, budget remslons cannot slgmficantly change the nature, intent, or scope of the program funded under this Contract C CONTRACTOR wall submit revised budget and program information whenever the level of funchng for CONTRACTOR or the program(s) described herein is altered according to the total levels contmned m any portion of Exhibit B D It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of tlus Contract Any such modifications are to be automatacally incorporated into this Contract pathout written amendment hereto, and shall become a part of the Contract on the effective date specified by the law or regulation E CITY may, from time to tune dunng the term of the Contract, request changes in Exhibit A, which may include an mcrease or decrease in the amount of CONTRACTOR's H \contracts\TBRA contract doc Page 11 of 18 compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A ofthts Section F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under fins Contract at least thru3, (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among smd programs will be permitted 22. SUSPENSION OF FUNDING Upon detenmnatlon by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conchtlons and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) worlang days written notice to CONTRACTOR, wtthhold further payments to CONTRACTOR Such notice may be given by mall to the Executive Officer and the Board of Directors of CONTRACTOR The notice shall set forth the default or failure alleged, and the action required for cure The period of such suspension shall be of such duration as is appropriate to accomplish corrective aetton, but in no event shall it exceed thirty (30) calendar days At the end of the suspension period, if CITY detenmnes the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and pard all eligible funds withheld or impounded during the suspension period If, however, CITY determines that CONTRACTOR has not come into compliance, the provisions of Section 23 may be effectuated 23 TERMINATION A CITY may terminate this Contract with cause for any of the following reasons (1) CONTRACTOR's fmlure to attmn compliance dunng any prescribed period of suspension as provided in Section 22 (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract (3) Termination or reduction of funchng by the United States Department of Housing and Urban Development (4) Finding by CITY that CONTRACTOR H \contracts\TBRA contract doc Page 12 of 18 (a) is ~n such unsatisfactory financial condit~on as to endanger performance under th~s Contract, (b) has allocated inventory to thts Contract substantmlly exceeding reasonable reqmrements, (c) is delinquent in payment of taxes, or of costs of performance of this Contract m the ordanary course of business (5) Appointment of a trustee, receiver or hqmdator for all or substantml part of CONTRACTOR's property, or restitution of bankruptcy, reorganization, rearrangement of or hqmdat~on proceedmgs by or agmnst CONTRACTOR (6) CONTRACTOR's mabdlty to conform to changes required by Federal, State and local laws or regtflat~ons as prowded in Section 4, and Section 21 (D), of th~s Contract (7) The comm~ssmn of an act of bankruptcy (8) CONTRACTOR's wolation of any law or regulation to whmh CONTRACTOR is bound or shall be bound under the terms of the Contract CITY shall promptly notify CONTRACTOR ~n writing of the dec,stun to terminate and the effective date of termination S~multaneous notice of pending termmatton maybe made to other funding sources specffied ~n Exhibit B B CITY may terminate flus Contract for convenience at any t~me If this Contract as terminated by CITY for convemence, CONTRACTOR wall be prod an amount not to exceed the total of accrued expenditures as of the effectqve date of termination In no event will th~s compensation exceed an amount whtch bears the same ratio to the total compensation as the serwces actually performed bears to the total services of CONTRACTOR covered by the Contract, less payments previously made C CONTRACTOR may terminate ttus Contract m whole or m part by written notlee to CITY, ff a termmat~on of outsade funding occurs upon whach CONTRACTOR depends for performance hereunder CONTRACTOR may opt, wlthm the hmaatlons of tins Contract, to seek an alternative funchng source, w~th the approval of CITY, provided the term~natton by the outside funding source was not occasioned by a breach of contract as defined here~n or as defined ~n a contract between CONTRACTOR and the funding source ~n quesnon CONTRACTOR may terminate this Contract upon the dlssoluUon of CONTRACTOR's orgamzatlon not occasioned by a breach of this Contract D Upon receipt of not~ce to terminate, CONTRACTOR shall cancel, v~thdraw, or otherwase terminate any outstanding orders or subcontracts whach relate to the performance of th~s Contract CITY shall not be lmble to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obhgatlons whatsoever incurred after the termination date H \¢ontracts\TBRA contract doc Page 13 of 18 E Notwuthstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of habihty to CITY for damages sustmned by CITY by virtue of any breach of the Contract 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 24 NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, stat or other action is made or brought by any person(s), fmu, corporation or other entity against CONTRACTOR, CONTRACTOR shall give written not~ce thereof to CITY v~thln two (2) working days after being not~fied of such claim, demand, stat or other act]on Such not~ce shall state the date and hour of notification of any such clmm, demand, stat or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that ~nst~tuted or threatened to ~nst~tute any type of action or proceeding, the bas~s of such claim, act]on or proceeding, and the name of amy person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by mml 25. INDEMNIFICATION A. It as expressly understood and agreed by both parties hereto that CITY is contracting w~th CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, ars officers, agents and employees harmless from all hablhty of any nature or land, including costs and expenses for, or on account of, any claims, autht exceptions, demands, stats 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 ~ts agents, employees, or contractors from any and all claims, stats, causes of action, demands, damages, losses, attorneys fees, expenses, and habihty arlsmg out of the use of these contracted funds and program administration and implementation except to the extent caused by the wailful act or omission of CITY, its agents or employees 26 MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial mst]tutxon vathout the prior written approval of CITY B If any provision of tins Contract is held to be ~nvalid, illegal, or unenforceable, the remaining provisions shall remain m full force and effect and continue to conform to the original intent of both parties hereto H \contracts\TBRA contract doc Page 14 of 18 C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist m any one or more instances upon the terms and conditions of thru Contract constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or ommslon in any manner impart or prejudice any right, power, privilege, or remedy avmlable to CITY to enfome ~ts rights hereunder, winch rights, powers, pnvdeges, or remedaes are always specffically preserved No representative or agent of CITY may waive the effect of this provision D Tins Contract, together with referenced exhibits and attachments, constatutes the entire agreement between the part,es hereto and may not be altered, mochfied or amended unless such altera'non, mochficat~on or amendment is m writing signed by both parties E In the event any disagreement or dispute should arise between the parties hereto pertmnmg to the interpretation or meamng of any part oftlus Contract or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultnnately responsible to HUD for matters of compliance, will have the final authority to render or to secure an interpretation F For purposes of tins Contract, all official commamcatlons and notmes among the parties shall be deemed made as of the date marled if sent postage paid to the parties and address set forth below TO CITY TO CONTRACTOR City Manager Falrhaven, Inc City of Denton ATTN Knsten Hardy-Price, Exec Director 215 E McKanney St 2400 N Bell Avenue Denton, Texas 76201 Denton, TX 76201 j~ft4IN WITNESS OF WHICH this Contract has been executed on this the ~J~ day of r~~*'~ CITY OF DENTON, TEXAS EULINE BROCK, MAYOR ATTEST~ JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUT~.~ATTORNEY Page 15 of 18 FAIRHAVEN, INC ATTEST BOARD SECRETARY I-[ \contracts\TBRA contract doc Page 16 of 18 EXHIBIT "A" WORK STATEMENT Contractor will administer HOME program funding to provide no less than thirteen subsidies for very low-income households Eight of the subsidies will assist elderly persons Five subsidies will assist persons with disabilities Households may choose any rental unit within the City of Denton that l) meets a rent reasonableness test, and 2) is in standard condltmn with no features that may adversely affect the health and safety of the residents The following IS a hst of activities that the CONTRACTOR agrees to ~mplement 1 Accept referrals of very low-income elderly and d~sabled apphcants ~n need of rental assistance 2 Provide preliminary screening of referrals to evaluate eligibility for TBRA assistance 3 Certify that all assisted households meet the City of Denton's Tenant Selection Pohcy standards 4 Mmnt~un a waiting list of applicants for referral 5 Market the program affirmatively 6 Ensure that all contract rents under the program are reviewed and approved by HUD and the City of Denton 7 When possible, prowde additional services to assist elderly and disabled participants in mmntmnlng their independent living status 8 Mmntmn appropriate documentation of the TBRA program and submit smd documentation to the City upon request 9 Allow reasonable on-site monltonng by representatives of the CITY and the US Department of Housing and Urban Development 10 Matntmn comphance with HOME program regulations codified at 24 CFR Part 92 H \eontraets\TBRA contract doe Page 17 of 18 EXHIBIT "B" BUDGET Rental Subsidy Payments $81,778 00 Program Admtmstratlon $ 5,440 00 (Including but not hm~ted to salaries, advertising, supplies, telephone, postage) Total Budget $87,218 00 H \contracts\TBRA contract doc Page 18 of 18