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2000-385FILE REFERENCE FORM [ 2000-385 ] Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Ordinance No. 2002-033 - First Amendment to Agreement 01/15/02 Ordinance No. 2002-330 - Second Amendmem to Agreement 11/05/02 OP. DrNANCE 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 has received funds from the U.S. Department of Housing and Urban Development under the National Affordable Housing Act of 1990 as amended by the Housing and Community Development Act of 1992; and WHEREAS, the City has adopted a budget for such funds included therein an authorized program budget for expenditure of funds, for operating costs and project funding for the Denton Affordable Housing Corporation (DAHC); and WHEREAS, the City Manager has determined that the DAHC is the only state-certified community housing development organization (CHDO) that includes the required number of low income citizens from the City on its board of directors necessary to satisfy federal requirements to serve the City's geographical area and that DAHC has provided management services to the City to provide affordable housing within the City which as significantly benefited the community; and WHEREAS, DAHC has a demonstrated history of significant service to the community in the area of affordable housing; and WHEREAS, this agreement, therefore, qualifies as a sole source procurement in accordance with §252.022(7)(0 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 ente~ into an agreement for an affordable housing program with the DAHC; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the attached Agreement between the City and the DAHC to provide for an affordable housing 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 operating costs and project funding for the DAHC in accordance with the terms of the attached Agreement. ~ That this or&nance shall become effective lmmed~ately upon its passage and approval PASSED AND APPROVED th~s the /~1 q-tx day of_ ~_~)12'7~ae' ,2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON AFFORDABLE HOUSING CORPORATION Th~s Agreement between the C~ty of Denton and the Denton Affordable Housing Corporation ("Agreement") is made and entered into by and between the Ctty of Denton, a Texas mumc~pal corporatmn ("CITY"), acting by and through ~ts C~ty Manager, pursuant to ordinance, and the Denton Affordable Housing Corporatton, 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 Commumty Development Act of 1992, WHEREAS, CITY has adopted a budget for such funds and ~ncluded therein an authorized Program Budget for expenditure of funds for prows~on of an affordable housmg program by the Denton Affordable Housing Corporation ~ncluded as Attachment "B", WHEREAS, CITY has demgnated the Commumty Development Office as the d~wsmn responsible for the admm~straUon of tlus Agreement and all matters pertalmng thereto, and WHEREAS, the Ctty Manager has determined that CONTRACTOR is the only state- certified community housing development orgamzat~on (CHDO) that includes the reqmred number of lowqncome cmzens from the CITY on ~ts board of d~rectors to satisfy federal reqmrements necessary to serve the CITY's geographical area, that the CONTRACTOR has prowded management services to the CITY to promote affordable housing wlthm the CITY which has s~gmficantly benefited the commumty, and CONTRACTOR has a demonstrated h~story of s~gmficant servme to the commumty ~n the area of affordable houstng, and WHEREAS, CITY w~shes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the part,es hereto agree, and by the executmn hereof are bound to the mutual obbgat~ons and to the performance and accomplishment of the condmons hereinafter described 1 TERM Th~s Agreement shall commence on or as of September 1, 2000, and shall terminate on August 31, 2005, unless adjusted by the CITY Request for such an adjustment must be ~n writing and ~s to be submitted to the Commumty Development Office 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 &rector 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 Program described in Attachment "A" to be a,,slsted with HOME funds will have 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 CONTRACTOR also agrees that prior to expenditure of HOME program proceeds on the Mockingbird Lane Project, also 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 D The CITY's Commumty Development Admunstrator will be CITY's representative responsible for the administration of this Agreement E 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 F CONTRACTOR shall be certified as a "Community Ho/~slng Development Organization" (CHDO) with the State of ~[exas and the City of Denton CONTRACTOR shall mmntmn CHDO Cemficatlon for the duration of the contract term G 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 (e)(2)(vl0 H CONTRACTOR shall not change the Program Budget without prior written approval from the CITY CONTRACTOR shall be responsible for performing a site-specific environmental review prior to acquisition of properties to be used for affordable housing projects Page 2 of 14 j CONTRACTOR shall conduct a public heanng 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 heanng may be combined with CONTRACTOR's annual membership meeting A summary of comments from the public heanng will be submitted to the Community Development Division within 30 days of the date of the public heanng K CONTRACTOR shall provide timely notice to area residents prior to increasing the number of umts in the area by more than three single family or four multlfamdy units Notice will be provided to residents within 500 feet of the proposed development Notice will include contact information or identification of opportunities for residents to comment on the proposed development CONTRACTOR will also hold public forums as necessary in areas where more than three single family or four multlfamdy units are purchased for renovation and sale Forums will provide reformation on potential projects and available programs 3 CITY'S & CONTRACTOR'S OBLIGATIONS A CITY, shall provide funds in the amount of $192,167 or less in project funds to the CONTRACTOR for specific housing projects and programs as described the Work Statement, Attachment "A" B 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 C CITY shall be responsible for performing a general environmental review to insure necessary compliances are met D CONTRACTOR shall be responsible for performing a project-specific environmental review to insure necessary compliances are met E This Agreement and the payments made hereunder are contingent upon receipt of U S Department of Housing and Urban Development funds pursuant to the HOME Investment Partnership Program, and shall terminate immediately, not withstanding the provisions of Article XiX hereof, should such funds be discontinued for any reason F 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)(2)(vn) and shall involve the activities set forth m the "Contract Activity Schedule" attached as Attachment C 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 Page 3 of 14 H CONTRACTOR shall perform all services, obligations and activities as required by the Third Amendment (FY99) To Agreement Between the City of Denton And The Denton Affordable Housing Corporation relating to the Toledo Court Project, including w~thout limitation all services, obligations and activities necessary to fully comply with the Memorandum of Understanding Toledo Court Subdivision executed by CITY, CONTRACTOR and the Singing Oaks Neighborhood Association 4 COMPLIANCE WITIt 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 the uniform administrative requirements, as described m 24 CFR 92 505 in the HOME Investment partnership Program regulations, a copy of which is attached hereto C CONTRACTOR shall comply with all prescribed procedures regarding nondiscrimination and equal opportunity, affirmative marketing, displacement and relocation, labor relations, lead-based pmnt and conflict of interest provisions described in 24 CFR 92 subpart H D CONTRACTOR agrees to ensure that all HOME-assisted housing or housing identified as match for the HOME program meets all affordahihty requirements identified ~n 24 CFR 92 252 or 92 254 CONTRACTOR further agrees to develop a deed of trust for use Wlth all HOME-assisted umts that incorporates these requirements, including remedies for breach of the agreement provisions CONTRACTOR will provide the CITY w~th a copy of the deed of trust with provisions described above for approval before the sale of any HOME-assisted units E CONTRACTOR agrees that as a certified Community Housing Development Corporation (CHDO), ~t will comply with 24 CFR 92 300 and 92 301 F If ~t 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 PartnersIup 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 G CONTRACTOR agrees that all housing assisted under this agreement will meet the property standards reqmrements in 24 CFR 92 25 l H CONTRACTOR agrees to comply with all applicable Federal laws, laws of the State of Texas and ordinances of the City of Denton Page 4 ofl4 REPRESENTATIONS A The CITY is providing funding to the CONTRACTOR in order to promote development of affordable housing Use of funds for programming wtll 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, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement D The person or persons s~gnlng 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 CONTRAC- TOR is hable 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 tlus 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 avmlable 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 "B" Provided, however that any interest on deposited HOME funds must be remitted to the CITY on a quarterly bas~s 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 ~ncluded in the Work Statement included here as Attachment "B" Page 5 of 14 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 w~ll approve appropriate certifications stating that funding ~s 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 d~sclosure of the status of the funds received pursuant to tins Agreement and pursuant to any other applicable Federal and/or State regulations estabhshIng standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide detmled support and justification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountabihty and habdlty under any other provision of tins Agreement or any apphcable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees t° retain all b°°ks' rec°rds'-d°cuments' re?°rtS-'ena~d~tuTestteo~ accounting polimes and procedures pertmmng to the operation oI programs anu exp~n funds pursuant to th~s Agreement for the period of time and under the conditions specified by CITY C Notinng in the above subsections shall be construed to relieve CONTRACTOR of responsib~hty for retalmng accurate and current records, which clearly reflect the level and benefit of services, provided pursuant to this Agreement D At any reasonable t~me and as often as CITY may deem necessary, the CONTRACTOR shall make available 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 copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, condltmns or employment and all other data relating to the program requested by smd representatives Page 6 of 14 E 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 pertmmng to this Agreement Such rights to access shall continue as long as the CONTRACTOR ~s required to retain the records 8 REPORTS AND INFORMATION A CONTRACTOR shall prowde quarterly financial and beneficiary reports that shall contain such records, data and ~nformatlon as CITY may request and deem pertinent to matters covered by this Agreement CONTRACTOR shall provide any additional ~nformatlon as requested by the CITY within 10 days B An audit must be conducted in accordance with 24 CFR parts 44 and 45 as applicable CONTRACTOR shall submit a copy of smd audit to the Community Development Office within ten days of receipt of the completed report C CONTRACTOR shall subrmt copies of all public meeting advertisements and residents notifications setting forth the time and place thereof, including without hm~tat~on board of director meetings, to the Commumty Development Division office at least 72 hours prior to the meeting in accordance with Section 16 of this Agreement 9 INSURANCE A CONTRACTOR shall observe sound business practices w~th respect to providing such bondmg 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 w~th applicable workers' compensation statutes and will obtmn employers' liability coverage where avmlable and other appropriate liability coverage for program part~mpants, if apphcable D CONTRACTOR will mamtmn adequate and continuous hablhty 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 vahd Texas driver's hcense and automobile hablhty insurance Ewdence of the employee's current Page 7 of 14 possession of a vahd 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 remmn 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 Dunng the performance of ti'ns Agreement, the CONTRACTOR is subject to Executive Order 11246, as amended, and, therefore, agrees to the following (1) The CONTRACTOR will not discriminate agmnst any employee or applicant for employment because of race, color, religion, sex, national ong~n, or farmhal status The CONTRACTOR will take affirmative action to ensure that apphcants who are employed are treated dunng employment without regard to their race, color, rehg~on, sex, national ong~n, 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 prowslons of this nondiscnmlnatlon clause (2) The CONTRACTOR, m 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, rehg~on, sex, national origin, or fam~hal status 11 CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, d~rect 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 ~ts 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 g~ves 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 Page 8 of 14 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 lus 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 mformatlon, 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 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 ~nto this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement Page 9 of 14 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 Dunng the period of time that payment may be made hereunder and so long as any payments remmn unhqmdated, CONTRACTOR shall not, without the prior written consent of the Community Development Administrator or her anthonzed 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-exlsUng mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of ttus 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 prod to CONTRACTOR by CITY, unless CITY authorizes such transfer B CONTRACTOR agrees, upon written request by CITY, to reqmre its employees to attend trmmng sessions sponsored by the Community Development Office 15 MONITORING AND EVALUATION A CITY shall perform on-site momtonng of CONTRACTOR's performance under this Agreement B CONTRACTOR agrees that CITY may carry out momtonng 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 Page 10 of 14 C CONTRACTOR agrees to cooperate fully with CITY m 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 responslbthtles D CONTRACTOR agrees to cooperate ~n such a way so as not to obstruct or delay CITY in such monitonng and to designate one of its staff members to coordmate the momtonng 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 momtonng findings and concerns G CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's fun&ng or regulatory bodies to CITY within five (5) working days of receipt by CONTRACTOR 16. DIRECTORS' MEETINGS A CONTRACTOR shall ensure that all board of directors and membership meetings are publicly advertised and an agenda posted with the City Secretary and the Community Development Division at least 72 hours pnor to the meeting Such notice shall include an agenda and a brief descnptton 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 govermng body shall be available to 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 ts 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 Page 11 of 14 18. SUSPENSION OF FUNDING A Upon determlnatton by CITY of CONTRACTOR's failure to timely and properly perform each of the reqmrements, ttme conditions and duties provided herein, CITY, without hmlttng any rights ~t may otherwise have, may, at its discretion, and upon ten (10) working days written notme to CONTRACTOR, withhold further payments to CONTRACTOR Such notice may be g~ven by mml to the Executtve Officer and the Board of Directors of CONTRACTOR The notice shall set forth the default or fmlure alleged, and the actmn required for cure B The period of such suspension shall be of such duration as ts appropriate to accomphsh correcttve action, but tn no event shall it exceed thirty (30) calendar days At the end of the suspension period, if CITY determtnes the default or defictency has been satisfied, CONTRACTOR may be restored to full comphance status and prod all ellgtble funds withheld or tmpounded dunng the suspenston period If, however, CITY determtnes that CONTRACTOR has not come tnto comphance, thts Agreement may be terminated under Section 19 of this Agreement 19 TERMINATION A The CITY shall have the right to terminate tl, as Agreement, m whole or in part, at any time whenever the CITY determmes that the CONTRACTOR has failed to comply w~th any term of thts Agreement The CITY shall notify the CONTRACTOR in writing thirty (30) days prior to the date of termtnatton, the effecttve date of such termlnatton, and m the case of partml termtnatton, the port,on of the Agreement to be termtnated Property shall be subject to dlsposltton B The CITY shall have the right to termmate this Agreement for convemence, ~n whole or in part by written notfficatton to the CONTRACTOR whtch shall include the mason for such termmatton, the effective date and the portion to be terminated C The CONTRACTOR shall have the right to terminate this Agreement for convemence, tn whole or ~n part, by written nottficatmn to the CITY, which shall tnclude the reason for such termination, the effective date and the portion to be terminated D If, in the case of a partial termination, it is the determination of CITY that the remaining portton of the award is not sufficient to accomplish the project as described in the Work Statement, CITY may require that the entire grant be terminated 20 INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that CITY ts contracting with CONTRACTOR as an independent CONTRACTOR and that as such, CONTRACTOR shall save and hold CITY, ~ts officers, agents and employees harmless from all hablhty of any nature or kind, including costs and expenses for, or on account of, any Page 12 of 14 clmms, audit exceptions, demands, stats or damages of any character whatsoever resulting ~n 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 hablhty arising out of the use of these contracted funds and program administration and ~mplementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors 21 NOTICE For purposes of tfus Agreement, all official commumcat~ons and notices among the part,es shall be deemed made as of the date mailed ~f sent postage prod to the parttes and address set for below TO CITY ~1'O CONTR ACTOR City Manager C~ty of Denton 215 E MclQnney St Denton, Texas 76201 Director Denton Affordable Housing Corporation 303 N Carroll Blvd State 108 Denton, Texas 76201 22 VENUE This Agreement shall be ~nterpreted m accordance w~th the laws of the State of Texas and venue of any litigation concerning th~s Agreement shall be ~n a court of competent .lunsdictlon s~tt~ng m Denton County, Texas 23 CONSOLIDATION AGREEMENT This Agreement consohdates and replaces all prewous Agreements between CITY and CONTRACTOR and all Amendments to those Agreements except where otherwise expressed herein Provided, however, that CONTRACTOR shall be reqmred to mmntmn all affordabihty requirements on all HOME funded projects, shall fully perform all cont~nmng obhgatmns required under these previous Agreements and apphcable state, federal and local laws and shall continue to use all HOME proceeds from any CITY-funded projects since CONTRACTOR's ~nceptlon for HOME-eligible activities as described ~n th~s Agreement and as may be reqmred by law (~) ~OF WHICH this Agreement has been executed on this the_/~ day of ,2000 Page 13 of 14 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY CITY OF DENTON DENTON AFFORDABLE HOUSING CORPORATION ATTEST SECRETAR'~" PRESIDENT Page 14 of 14 ATTACHMENT "A" WORK STATEMENT 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 adm~mstratlon, rehabthtat~on, acqmmtlon, new construction, tenant-based rental assistance and public service programs Expenditure of City funds for houmng projects is lnmted to projects wlttun the city hnuts of Denton DAHC's projects and programs wall pnmanly 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 acqmmtlon, renovation and sale of tangle-family units HOME funding in the amount of $78,300 wdl be used in the Program Proceeds from the sale of plopertles will be placed in the P~clOP program fund to be used to continue the program No mom than 10% of the HOME portion of the project sales proceeds may be utilized for project delivery costs for the program The HOME portion of the proceeds is based on the p~rcentage of HOME ftmds included in the project The Affordable Housing Construction Program provides funding to construct mngle-famdy units Properties suitable for single-family housing will be acquired through purchase or donation Umts will be constructed in such a way as to make them affordable to low and moderateqncome households Umts will be sold to HOME-eligible households Not more than 10°/0 of the total funding amount may be used to asmst buyers with down payment and closing costs The Moctangb~rd Lane Project will culminate in the development of a mlmmum of 15 single- family houmng units on property donated to and acquired by the Denton Affordable Housing Corporation The project includes acquisition of property adjacent to the donated site off Mockingbird Lane, project plmmmg, site development, construction and sale of the single-family umts An unspecified amount of HOME program proceeds retmned by DAHC from previous projects may be used for the ploject The Mockingbird Lane project will be completed w~th~n four years from the date of this contract ATTACHMENT "B" PROGRAM BUDGET Affordable Homeownerslx~p Opportumty Program $78,300 Affordable Housing Construction Program $113,867 Mockingbird Lane ProJect - An unspecffied amount of HOME proceeds may be used for th~s proleet