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HomeMy WebLinkAboutC2005-355 - 7/26/2005 - ApprovedCDBG SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND GOO'II OYbl THE STATE OF TEXAS COUNTY OF NUECES KNOW ALL BY THESE PRE~ENTS: This ~reement (-AGmenmnt") is made and entered Into between the City of Corpus Christi, a Texas home-rule municipal corporaticm ('City'), acting through Its City Manager or the City Manager'a designee ('City Manager'), and C-.-.-.-.-.-.-.-.-.~d'8 Gym ('Subreclldent'), a nonprofit corporation organized under the laws of the State of Texas WHEREAS, the City has allocated Forty Thousand Dolbirs ($40,000) from ~ FY2003-04 Community Development Block Grant ('CDBG') Program for construction of improve~e.~ to a structure located at 2121 Mary Street (Saint Joseph Middle Schoc~ Gym), Corpus Christi, Texas, such abuctum being leased by the Subractplent ¢'FacHity'); WHEREAS, the City desires that sa;e and sanitary public facilities be provtded for Iow and moderate income individuals and individuals with disabili'des; WHEREAS, the Subrecipient desires to operate public facilities to provide such services to Iow and mode,-a'~e Income individuals and individuals with dbabllifiea wtthln the City of Corpus Christi and throughout the community sawed by the Subrectplent in conformity with 24 CFR 570.208, es amended; and WHEREAS, the City wishes to encourage the services provided by the Submctpient and there being a genuine need for these ~'vic~ and for approl~date facilities to provide such services in the City of Corpus Christi. NOW, THEREFORE, the City and the Submcipient agree as fo~lows: SECTION 1. 8COPE, BUDGET, SCHEDULE, AND PAYMENT REQUIREMEN'rS. 1.1 Scope of Work. The Subreciplent shall complete the work outlined in the funding proposal that was submitted and approved by the City's City Council for FY2003-04, such proposal being incorporated into this Agreement by reference aa if fully set out In this Agreement. The Submcipient, through its contractom and subcontractors, shall make improvemei~ to the Facility by replacing the air condi'dcming units Clmprovement~'). The Improvements will be located on real property ow~ed by the Dicx:ase of Corpus Christi and located at 2121 Mary Street, corpus Christi, Nueces County, Texas, and leased by the Subreciplent. For the purpoasa of this Agreement, ....... ~--:';" ~ --"--ctively includes the aforemerfdoned mai property and any 21X)5-.155 thereon as of the date of the Subreciplenfs execution of this ~/z~/(~ s. where appropriate and in context, the proposed Improvem~o to be constmc~,d with the funding provided under this Agreement. Ail Improvements must be constructed in accordance with the plans and ~'~fk~Uona ('Pl~r~') prepared by the Subrecipient's registered architect or licensed p~;'easio~al engineer retained pursuant to subsection 7.3. No construction may cornmence until the Plans are approve(] by the Director or the Director's designee ('Director') of the City's Neighborhood Services Department ('NSD') and by the City's Develot~ntal Services Def~a~b.ent. 1.2 Submclpla~t ll~atr, hlng Fund~ Requirement. The Subrectplent Is not obllgat~l to provide any matching funds for the construction of Improvements to the Facility. If Sub- recipient is required under this Agreement to meet a matching funda requirement end fails to meet any porlJon of the requirement, the Subrectplent's allocation will not be dis- bursed, but is automatically forfeited and reverts to ~ City for inclusion In fl. f0Jre CDBG Programs 1.3 Budget and Cort~e'uctlon Schedule. The Subrecipierff has provided an astl- mated project budget and project construction schedule ('Project Budget and Con- trucl]on ~hedula') based upon the proposed Improvements listed above end as am dasc~bed within thIs Agreement, which Project BudgetiC43~'atm~m ~ule Is at- tached to thIs Agreement as Exhibit A and ia incorpo~a'~ Into this Agreemertt by ,eference. Ten days prior to the award of any construction contract or aubcontmcax construction contract pursuant to this Agreernerrt, the Subreciplent shall provide e finalized budget, which must include a schedule of costs of completion, and a schedule of construction completion, which must include a detailed schedule for the various as- pects of cons'mJcflon for Improven~nt~ to the Facility, which docurn~l~a) will then be substituted for the then existing Exhibit A and become Exhibit A of thIs Agreement for all purposes under this Agreement. 1.4 Cont~t~ of Finalized Budget and Conatruction Schedule(s). The finalized budget must include lir'~ ~ costs for each item ,~furencod In subsection 1.1 of this Agreement. The finalized budget must provide a detailed prasent~on of projected resources and expenses. The finalized cons'~uc'don schedule for Improvements must reflect the anticipated timeline for the completion of consl~uctlon for each of the Im- provements set out in subsection 1.1 of this Agreement, including, but not I~nited to, dates for the retentloe of a regime, red architect or licensed professional enginaer, com- pletion of Plans, compiefion of conditions precedent to co~sb"uctlon, commencement of con=b~ction, completion of construction phases, and final completion of tt~e Improve- (A) All requests for payment made pursuant to this Agreernerrt must be subrnltted to NSD. (B) Progress payme.L~ for the Impmvemeets will be made based upon the finalized budget and construclJon schedule and the submittal and approval of approprlato documentation of the work completed, Including, wtl~ut limitation, fully itemized American InstJtu'm of Architecl~ ('AIA') forms. (C.) No progress payments will be made without certification by the registered architect or licensed pmfeasional engineer that the phase to which the payment appllee has bee~ sub~[antially complu~ued nor will any progress payment be mede without an ~nspectlon by NSD and the City's Developmental Services DeparbTmnt and ap- proval by both departments that the work has been completed. (D) The Director may require that the Submciplent provide a dow~ date waiver and a subordination of rnechanlc's lien claims pdor to any payment. (E) All payments will be adjusted according to the actual construction coat and matching funds requirement, if any, and in no ~v~nt may any payment exceed the stated amount of ~is Agreement. All requests for payments, excluding acquisi'don of property, will be prorated to reflect the Subreciplent's sham of costs aa per the approved finalized budget. 1.e Approval of Finalized Budget and ~n Schedule(s). Consbuctlon of Improvements to the FaciRty may not commence prior to rite City's approval of the final- rzad budget and construction schedule requlrad under subsection 1.4 of this Agree- merit. The City will not reimburse any conatnJctJon coats Incurred by ltm Subreciplent prior to the approval of the finalized budget and construction schedule(s), except for professional services. 1.7 Periodic Performances Raper're. The Subreciplent shall submit periodic per[or- manco reports to the City that recite progress for the period and advising of any prob- lems encountered. A performance report must be provided with each request for pay- mart[. SECTION 2. RECORDKEEPING, UNIFORI~ ADI~INISTRATIVE REQUIREMENTS AND OTHER PROGRAM REQUIREItlENTS. 2.1 Congrructlon and Operatlorm Records. The Subrec~lent shall provide am to all original records, reports, and audits including, without limitation, all agreefnents and appraisals for the Facility; invoices; payment and payroll records; bank recorda; plans and apecificat~ons for the Facility; plans v,,-~=,n and draw~ pursuant to this Agrmnt; change ordain; coff~m between the Submciplent and Its con13actor($), between contractor(s) and their subco~-,buctor(s), and between the Subreciplent and its regis- ;ered amhitect(s) or licensed professional engineer(s); communications and correspon- dance with regard to any co.;,acts and subcontracts perl~ining to this Agreement; affi- dav~ executed pursuant to this Agreement; documentation of clientele being benefited oy the Facility (i.e., number of persons being served, etc.) and the activity being carried out m the Facility which pertains to the constmc'don or operation of the Facility;, and all w, ilten obllga'dons pursuant to this Agreement, including, but not limited to, all i.;urma- t~on on matching funds required under ~ls Agreement, If any, during regular busbess hours for any purposes of the City, the United States Department of Housing and Urban Development ('HUD'), or both to conduct audits and monitoring. 2.2 Equal PartlclpatJon Documentation. The Subredpient shah keep and IXOV,~ ac- cess to records documenting compliance with Section 109 of the Housing and Commu- nity Development Act of 1974 [42 United States Code ('U.$.C.') ,~5309], aa arTmnded, which requires that no pemon shall, on the ground of mca, color, national origin, reli- g,on or sex, be excluded from participation in, be denied tim benefila of, or be sub- jected to discrimination under any program or activity funded in whole or In part ~ community development funds made available pursuant to the Act. Any prohlbltton against discriminetJo~l on the basis of age under the Age DlscrkTtlnaflon Act of 1975, as amended, or with respect to an otherwise qualified disabled individual, as provided In 29 U S C. §794, as arnended, also applies to this Agreement. 2.3 Information and Reporla. The Submcipient shall provide any Irfforma'don, rafx3Cm, da~ and forms pertinent to this Agreement as the Director or staff of NSD may, from t~me to time, request for the proper adminis'mafion of this Agreement. 2.4 OMB Clrcuiam A-122, A-133, and A-110. The Submcipient shall comply w~th requirements and ~[andards of United Sia~,s Office of Management and Budget ('OMB') Circulars A-110. A-122. and A-133, as each may be amended. 2.5 Compliance Docu~flon. The Subreciplent shall keep and provide access to records docurner~ng compliance wfth the rules and regulations contained in Title 24, Chapter 570, et. seq., of the Code of Federal Regulations ('CFR') 570, including, but not limited to, Subpart K, Sections 570.603, Labor Standards; 570.607, Employment and Contracting Opportunities; 570.608, Lead-Based Paint; 570.609, Use of Debarmcl, Suspended, or Ineligible Contractors or Subreciplents; 570.610, Uniform Administrative Requirements and Cost Principles; and 570.611, Conflict of Internal If fi'mm is a con- flict of intemat with any employee, agent, consultant, officer, or member of the Board of D~rectors of IJ'm Subreciplent, the person with the conflict and the nature of ttm cgmfllct must be identtrmd, by name and title, and submitted to the Director of NSD pdor to any costs being incurred at, in. oron the Fecility with respect to co~ ofthe Improve- 2.6 Equal Employment Opportunity. The Submctplent shall comply w~h all appli- cable Federal Equal Employment Opportunity regulations, including, but not limited to, Executive Order 11248, aa amended, and Sec'don 3 of the Housing and Urban Develop- merit Act of 1968 as set forth in 24 CFR 570.607, as amended, and shall require compli- ance with the aforementioned laws and regulations in all co~tracts the Submclplent enters into with respect to construction of lyre Improvements. 2.7 Requeet for BldeiPropo~aia. The Subreciplent shall comply with requimmen~ of OMB Circular A-110, as amended, and all State and local procurmTmnt requirmneflta w~ regard to aolicitafion of bids and proposals for construction of the Improvements to the Facility, if applicable, and shall provide such records to rep~ of HUD, the c~y Manager, and the Director upon request. 2.8 Real Property Acquialtlon. The Subraciplent shall comply with requlrernents of 49 CFR Part 24, Subpart B, as amended, and all S~e and local acquiNtlon requlm- men~ with regard to acquisition of property, if applicable, and ahall provide such records to representatives of HUD, the City Manager, and the Director upon request. 2.9 Dl~abiad and Handlcepped Acceealblllty. The Subrecipient shall comply with the Americans with Dlseblllties Act of 1990, as amended, and with ltm rules and regu- lations published in 28 CFR Part 36, aa arneflded, and all State and local requirements regarding disabled and handicapped acceasibil~. 2.10 Rellglou~ Organlzatlorm. The Subredplent shall comply wi~ requirements re- garding religious organizations, as set forb~ in 24 CFR 570.200(]), as amended. 2.11 Velld end Binding I.ea~e. The Submcipient is required to keep and maJnteln · valid lease in effect for the term of this Agreement, and for a period of fourteen years following rite expiration of this Agreement or fourteen years following the date of tim last dmbursement of CDBG funds under this Agreement, whichever is longer. SECTION 3. SUSPENSION AND TERMINATION. 3.1 Application of 24 CFR 8~.43. The City may suspend or terminate this Agreement in accordance with 24 CFR 85.43, as amended, if the Subredplent m,;~lally fees to comply with any term of the CDBG Program award or this Agreement. 3.2 Application of 24 CFR 85.44. This Agreement may be terminated for convenience in accordance with 24 CFR 85.44, as amended. 3.3 Remedies for Non-compliance. Pumuant to the provisions cited in Section 3 of this Agreement, to Federal rules and regulations applicable to ~ Subrecipie~ and to HUD guidelir)as, if any deficiencies am discerned by or through monitoring of this Agreement, the City may eider temporarily withhold cash payments pending con'ectlon of the deficiencies, disallow all or part of the cost of fl*m activity or action not in compli- ance, wholly or partly suspend o~ terminate the current award, withhold furitmr awards, or take any other remedies that may be legally available. 3.4 Termination Notk:e. Either party may terminate this Agreement, during lyre ~ of this Agreement, as of the b~t day of any month upon thirty (30) day~ prior w,;-,~,n no- t~ce. The party terminating this Agreement must comply w~h subsections 3.1 and 3.2 of this Agreement and all other provisions of this Agreement providing responslblllfie~ In the event of termination. 3.5 Termination. Upon a termination of this Agreement, the Subredpie~t agrees to refund to the City all CDBG Program funds expended on construction of fl'~ Facility and Improvements. If the Subreciplent cannot refund all such money within thirty (30) days of the termination notice, the City may take whatever ac'don is necessary to reimburse the City as set out in 24 CFR 85.43 and 85.44, as each may be amended. Notwffi't- standing this provision, the Reversion of CDBG Funds provision, set out in Sedion 4 of this Agreement. also applies to the Subreciplent's CDBG Program funds on hand, ac- counts recaivablo, and real property under fl'~ Subrecipient's control. SECTION 4. REVERSION OF CDBG FUNDS. 4.1 Facility end Improvement~ Llaed to Meet National Objective end Same Buatne.~ Purpose. The Subrecipient's Facility and all Improvem~,b~ must be used to meet one of the national objectives set forth in 24 CFR 570.208, as amended, during the term of this Agreement and for one year following the date of final completion of the construction of the Improvements or one year following the d.,k, of rite last disburse- merit of CDBG funds under this Agreement, whichever is longer. In addition, the Subm- clpient shall use the Facility and all Improvements for the same business purpose as that which existed on the date of the Subredpient's execution of this Agreement for a period of five (5) yearn following the date of final completion of th~ cono;~uctJon of the Improve~mnts or following the date of fl'm last disbursement of CDBG funds under this Agreement, whichever is longer. 4.2 Facility and Improvements Not I. leed to Meet National Ot~ and ~rns Bnslne~a Purpose. In the event that the Subrecipiet~a Facility or any Improvern~,~ are not used to meet one of the national objectives or the same buslrte~s purpose for the length of firne specified in subsection 4.1 of this Agreement, then the Subreciplent shall reimburse the C~y for the CDBG funds received by the Subreciptent aa follows: ,A) Failure to meet national objective: The Subrecipient must reimburse the ~i award of CDBG funds received under this Agreement. ~B) Failure to use Facility or any Improvements for same business purpose: Prorated reimbursement as e fractional amount, the numerator being the number of mo.U,~ that the Subrecipient's Facility or any Improven~ntn failed to be used for the same business purpose as that which existed on the date of the Subreciplent's execution of th,s Agreement and the denomin-kx being 60, multiplied by the total amount of CDBG funds received by the Subrectpient under this Agreement. 4.3 No Election of Remedies. Resort, by the City, to a remedy under subsection 4.2 of this Agreement, or another remedy provision set out in this Agreement, does not bar the application and uae of any other remedy allowed by law or that may be enforced by the City pursuant to 24 CFR 570.503. aa amended. SECTION 6. PROGRAM INCOME. 5.1 Di~pnsltlon of Program Income. Program income received by the Submciplent as a result of this Agreement, if any, may be ~e;~ined by the Subreclpient. Any such program income must be used to operate public facilities to provide services to Iow and moderate income individuais and individuais w'~ disabilities wi~ln the City of Corpus Christi and throughout the community served by the Subreciplent in conformity with 24 CFR 570.208, as amended. The Subreciplent shell report program income to the City annually, during the term of this Agreement, not la,er than August 31 for rite previous year ending July 31. 5.2 Accounting for Program Income. The Subreciplent shall comply with OMB Circular A-110, aa amended, with reference to program income, if applicable. SEC'nON 6. INSURANCE AND INDEMNITY PROVISIONS. 6.1 Insurance. The Subrecipient shall have in force, throughout the term of this Agree- ment, insurance that complies with the standards in Exhibit B, a copy of which is at- tached to this Agreement and is incorpo~a'a~l in this Agreement by reference. A cerlJfi- cate to that effect must be provided to the City's Risk Manager ('RJsk blansger') and the Director at least te~ (10) days prior to any cortstmctlon. Failure to maintain any of the types and lim~ of the insurance required by Exhibit B is cause for the City to termi- nate this Agreement and cancel any and all mimbursernents of CDGB funds to the Sub- -ec~pient 62 Notice tD City. The Subr~cipient shall require Its insurance companies, written policies, and certificates of insurance to provide that the City must be given ~lrty (30) days advance notice by the insurer prior to cancellation, nonmnewal, or material change of the insurance policies required by Exhibit B. Failure to maintain such Insurance will be cause for the City to take co~ui of the Facility and all Improvements, cancel any claim that the Subrecipient may have to the use of the Facility and Improvements, end cancel any and all reimburseme~s of CDBG funds to the Subrecipient. 6.3 Right to Re-evaluation and Adjust Uml~. The Risk Manager re'mina the right to rccvaluate the insurance requirements dudng the term of this Agreement and adjust the types and limits of such insurance upon thirty (30) day~ w~'u~,n notice to the Subre- c~pient. Insurance types and limits may not be adjus~,d more fl'equer~ly than once per year 6.4 Indemniflc~tlon. (A) The Subreciplant covenants and agrees that It will Indemnify and hold City harmless of, from, and egainat ail claim, demands, ec- fJ~ms, damages, losses, costs, liabilities, expenses, and Judgments ' recovered from or asserted against the City on account of Injury or damage to persons or property (Including, wfthout limitation on the foregoing, workers' compensedon, death, and prernises de. fects) to the extent any such damage or Injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the acting pursuant to this Agreement and wi~ or wflhout the express or Implied invitation or permission of the Subreclplent, or on the part of the Subreciplent or any of its agents, servants, employees, contractors, ~s, guests, licensees, or invitees entorlng upon the Fecilib/ being Improved or used pursuant to this Agreement, or when any such injury or damage is the result, proximate or re- mote, wholly or In part, of the violaf~on by Indemnitees, the Subre. clplent or any of Its agents, servants, employees, conbactors, patrons, guests, Iicensses, or invitses of any law, ordinance, or governmental order of any ldnd, or when any such Injury or darn- age may in any other way arise from or out of the Improvements being consb'ucted at the Faollity or out of the use or occupancy of the Improvements to the Facility or the Facility ~ by Indernni- tees, the Subreclplent, or any of Its agents, servants, employees, conbactors, patrons, guests, Iicensess, or invitess, and Including, without IImlMtlon, any damages or costs wflich may occur as a result of the design of the Improvements to the Facility, the bid- ding process, actual construction of the Improvements to the Fa- cility, edmlnlatradon of the construction contracts by the City or its designee, failure of the Improvements to the Facility prior to the completion and acceptance of the Improvements by the City end the Subreciplent Jointiy, failure of t~e Improvements to the Facility to work as designed, failure of any contractor, subcontractor, or manufacturer to honor Its warranties, or failure of the Subreciplent to rnalntsin the Improvements to the Facility or the Facility Itself. {B) Those tsflTLS of indemnlflcetion are effective upon the date of exe- cution of this Agreement and whether such Injury or damage may result from the sole negligence, contributory negligence, or con- current negligence of Indemniteas, but not If such damage or In- jury may result from the gross negligence or wfltful misconduct of Indemniteas. The Subrecipient covenants end agrees that, in case the City Is made s party to any litigation against the Subreciplent or in any litigation commenced by any party other than the Subreciplent relating to this Agreement and the Improvements to the Facility contemplated under this Agreement, the Subreciplent shall, upon receipt of reasonable notice and at Its own expense, Investigats all clalrns and demands, attond to their selffement or other disposi- tion, defend the City In all actions based thereon wfth legal court- eel saffsfacto~ to the City Attorney, and pay all charges of at. torneys and all other costs and expenses of any Idnd whetm~v~ arising from any said claims, demands, actiot~, damagee, losses, ~, liabilities, expenses, or Judgments. (D) The provisions of this section survfve the termination or expiretfon of fhis Agreement. SECTION 7. SUBRECIPIENT'S REQUIREMENTS. 7.1 Pmcontmctlng and Pmcormtmctlon Conference. The Subreclplent has atten- ded a preco,buctlng conference w~h City representatives. The Subrecipient end all of ~s ~lentlfled contractors and subcontmctom must attend a preconstructlon conference with City rep~. Failure to do so may result in the Submctplent being ineligible to receive the CDBG funds awarded and allocated to the Submcipient under this Agree- 7.2 Pledged Contribution. The Subrectpient shall provide any additional funds needed for the completion of the Improvements. The Subreciptent shell provide cen- celed checks or other proof as may be required by the Director as proof of the contri- 7.3 Prepare Pierre and Specifications. The Subrecipient shall re{sin a registered archEect or licensed professional engineer in accordance with OMB Circular A-110, as amende~l, to prepare the Pt-ns and to inspect all Improvements to ensure conformity w,th final plans and specifications submitted to the Director. 7.4 Profeeal~l Servlce~. The Subrectplerrt shell retain professional m~rvlcas and all nace~sary contractom for construction of the Improvements in accordance with OMB Circular A-110, as amended, and construct Improveme,~ to the Facility in accordance with final plans and specifications and the schedule submitted to NSD as set out in sub- section 1.1 and 1.3 of this Agreement. The Board of Directors of the Subreclpient shall ensure that professional services, relating to the const]'ucfl(m of the Improvements, am retained and that the consb'ucfion of the Improvements is supervised. 7.6 Change Order Procedure. A change order procedure must be Instituted to make changes in the Plans or specifications or to decrease or inaease ttm quantity of work to be performed or materials, equipment, or supplies to be furnished for ~ Improvements to the Facility. The Subrecipient shall submit all change ordem to the Director for ap- proval prior to the change order becoming effective. Any money expended by Subreclp- lent pursuant to a change order and pdor to submittal and approval of such change order is not reimbursable, and the Subrecipient shall bear all such costs. 7.6 Staff and Administrative Support. The Subreciplant shall provide mJfflcle~ staff and adminisbafive support to supervise the construction of the Improverne.~ to the Facility. 7.7 ~ of Funds. The Subreciplent covenants that all CDBG funds expertded under ff~is Agreement will be used solely for the autJvi'des described In this Agreement. The Subreciplent shall reimburse the City for all funds expended for activities not m~a~ecl to the purpose and activities described in this Agreement or that violate Federal or laW~. 7.8 Accounting and Audit. The Submcipient shall record financial transactions ac- cording to approved accounting procedures and provide an independent audit of the expenditures in accordance with OMB Circular A-133, as amended. Such audit must be complei~] within ninety (90) days after the Improvements to the Facility were com- pleted. A copy of the audit must be provided to the City within thirty (30) days of com- plebon of the audit. If the audit shows dlscmpanclas between amounts charged rite Subreciplent and amou~[~ reimbursed to the SubrecJplent by the City, a rasolufion of the discrepancies must be made within sixty (60) days from receipt of the audit by ~ City. If the Subreciplent owes the City money in resolution of the disorepanck~, the money must be paid within ninety (90) days from receipt of the audit by the City or the Subrecipie~t is In default pursuant to this Agreement. 7.9 Coml3~a4Jon Dam of Cor~tru,=flon. The Subrecipient shall complete consbuctlon of the Improvements to the Facility in accordance with the approved Plans and Specifi- cations by July 31, 2006. If the Subredplent is rendered unable to carry out the terrns of this subsection, the Subrectplent shall promptly give the City w~run notice of such delay together with reasonable particulars conceming it. The Director may extend the construction tree schedule for such time as may be deemed necessary and justified, provided, however, that the extension of the con~buction time schedule doe~ not exceed the term of this Agreement. (An extension of the term is addressed In Sec- '.~on 9 t SECTION 8. CITY'S REQUIREMENTS. 8.1 Committment of Funding for Improvemen'm of F~clllty. The City shall provide the Subredplent up to Forby Thou-And Doliars ($40,000) from the City's FY2003-04 CDBG Program for Improvements to the Facility as described In Section I of this Agreement and in accordance wilJ, the accepted bid, budget, and conatnJclJon schedules mede a part of this Agreement, subject to b"m Subrecipient's compliance with the provisions of this Agreement. 8.2 Additional Funds. Nothing in this Agreement may be construed as requiring the C~ to provide additional construction funds to the Submciplent at any time In the future. SECTION 9. GENERAL PROVISIONS. 9.1 Term. This Agreement terminates July 31, 2006. Extensions to the term of this Agreement may be requested in writing by the Subrecipleflt and approved by the City Manager However, the Subreciplent is bound by all covenants, terms, and conditions of b~s Agreement inciuding, wtthout lim?u~Gon, recordkeeplng, for a period of six (6) years commencing on the date of the Subrec~lent's execution of this Agreement, unless a specific bound pedod is shorter or longer as may be ~:1 In this AgreerneflL 9.2 Objective. The Submcipient shall operate the Facility and the Improvern~5~ to furl~e~ the primary objective of the Housing & Community Development Act as outlined in 24 CFR 570.200 and 570.208, as each may be amended, and will Improve the Facil- ity by January 15, 2006, and provide programs to help Iow and moderate income indk viduals and Individuals with disabilities improve the quality of their fives and rea¢~ their maximum potential for independence and at all times in accordance with HUD's Com- munity Dev~nt Block Grant regulations and guidelines and all local, State, and Federal requiremei-~Ls and laws. 9.3 Ucermlng. The Subrecipient shall ob[sin and maintain any certfficate8 and licen- ses that are required of the Subrecipient, the Facility, and the programs offered at, on, or in the Facility by the United States, the State of Texas, the City, and any olfter agencies having regulatory jurisdi~on over the Facility and the Subrecipient. 9.4 M-Intenance. The Subreciplent shall fumish all maintenance to the Factllty and Improveme~L~ as necessary to maintain the Facility and Improvements in good repair. 9.5 Default. In the event the Subrec~plent ceases to operate the Facility in accordance with the terms of this Agreement or commits any other de;uult In ~ terms of this Agreement, the City is herein specifically authorized to demand reimbursement of the CDBG funds paid to the Subrecipient and, in the event the City Is not promptly repaid, to take possession of the Facility and all Improvements without recourse and to dispose of such Facility and Improvements in any manner the City deems necessary to rek?~burse me City. 9.6 No Liability. In no event is the City liable for any contracts mede by o~ entered int~ by the Subreclplent with any other person, partnership, association, firm, corporation, or governmental entity. ;A) Ail notices, demands, requests, or replies provided foror permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by pemonal delivery; (2) by deposit with the United States Postal Service as cerlJfied or registered mail, retum receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax tmns~nlasion. (B) Notice deposited with the United States Postal Service in It~ manne~' described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) businasa day afl~r transmission to the tolegmph com- pany or overnight express carrier. Notice by fax transmission will be deetned ~ tire upon b-ansmiseion, with proof of confirmed delivery. (C) All such communications must only be made to the following: ~f to th~ City: ff to the Submciolent: City of Corpus Chdsti At'tn: Director, Neighborhood Servs. Dept P. O Box 9277 Corpus Christi, Texas 78469-9277 (3611 826-3010 Office !361~ 826-3011 Fax God's Gym c. Jo Champions Fellowship Church 2637 Terrace at Baldwin Corpus Chdstl, Texas 78404 (361) 882-4748 Office (381) 882-4795 Fax (D) Either party may change the address to which notice ia se~t by using a method set out above. The Subraciplent shall notify the City of an address change within 10 working days after the address is changed. 9.8 Nonseelgnment. The Subreclpient may not assign, mortgage, pledge, or tmr~;'~r this Agreement or any interest in the Facility or Improvements without rite prior written 9.9 Nonexclu~lve Service~. Nothing in this Agreement may be construed as prohibi- ting the Subracipient from entering into co~,~i~ wt~ additional parties for the parror- mance of services similar or identical to those enumerated in this Agreement, and no- thing in this Agreement may be construed as prohibiting ~ Subrecipient from receMng compensation from such additional contractual parties, provided that all other terms of this Agreement ara fulfilled. 9.10 Breach of Agreement. Notwffhstanding any other provisions of this Agreement, should the Subrecipient breach any section or provision of this Agreement including, wtthout limitation, the failure to pay taxes, assessments, or other government charges, the breach shall be remedied in accordance with subsection 3.3 of this Agreement and any other applicable subsections. If repayment is required as a remedy, other remedies may be pursued, as deemed necessary by the City Manager, if repayment is not made. The City is entitled to reasonable attorneys fees in any court action arising out of this Agmcment. 9.11 Modifications. Modifications to this Agreement am not effective unless signed by a duly authorized representative of each of the parties to this Agreement. Modifications which do not change the essential scope and purpose of this Agreement may be ap- proved on behalf of the City by the City Manager. 9.12 Validity. If, for any reason any section, paragraph, subcllvision, clause, phrase, word, or provision of this Agreement is held invalid or unconstitufionaJ by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, sub- dIvision, clause, phrase, word, or provision of this Agreement, for it is the definite Intent of the partie~ to this Agreement that every section, paragraph, aubdiv~ion, clause, phrase, word, and provision of this Agreement be given full force and effect for Its pur- pose. 9.13 JurladlclJon and Venue. The laws of the State of Texas govern and am appli- cable to any dispute arising under this Agrem'nent. Venue is in Corpus Chris'd, Nueces County, Texas, where this Agreement was entered i~o and must be performed. 9.14 Warranty from Contractor. Upon the Subrecipient's receipt of a copy of the Architect/Engineer's certtfica~ of substantial c¢~'npletion, the Subrectplent shall only look to the architects, englneem, contractors, subcontractom, manufacturem, and their respective warranties to remedy any defects In design, workmanship, or materials, and the Submcipient covenants and agrees that the City has no reeponalblllty for any de- fe~.~ of any kind or nature whaLa~ever, even if it is alleged such defect ls due to the City's negligence. The City must be a fl~lrd party beneficiary to the Subreclplent's cor, bucts affecting the Improvemei~La, and all warranties and duties under such ~ tracts must be in favor of the Subrecipient and the City. 9.15 Cople~ of Rulee and Regulatlorm. Copies of some of the Federal rules and regulations referenced in this Agreement have been provided to the Subreciplent at the precontmcting conference as evidenced by the Subrecipient's CDGB Compliance Affidavit, which is attached to this Agreement as ExhlbJt C and incorpoiak~:l in this Agreement by reference. Any failure, by ~ City, to supply the Subraciplent with any other Federal rules and regulations which may be applicable to ttm Subreciplent, its Facility, the Improvements, CDBG funding, or to mctpie.~ of Federal fund8 does not waive the Subredplent's required compliance in accordance with Federal law. 9.16 Acknow~dgment of Funding Source. The Subrecipient shall give credit to the CDBG Program as the pro~ect funding source in all prees.~-[~ons, w, itt~n docume,,~a, publmity, and advertiserne.~ regarding the Improvements. The Submclpient agrees to acknowledge the sponsorship of the City of Corpus Christi at any event promoting the project or any other project sponsor. (EXECUTION PAGES FOU.OW) Executed in duplicate originals ~is ~ day of .. ~,~/.~.,-t- ,2005. A'I-rEST: Armando Chapa C~y Secretary CITY OF CORPUS CHRISTI C'~y Manager Apj~ aa to form only: ~luly 21,2005 Assi~ City Atl~rney ~ for the City Affomey ACKNOWt. EDGMENT STATE OF TEXAS l] ~ KNOW ALL BY 'FHESE PRESENTS: COUNTY OF NUECES ~ Thru in~trurr~nt wa~ acknowledged before me on ~ ( ,2005, by George K. Noe, City Manager of the City of Corpus Christi, a T,~l(as home-rule municipal corporation, on behalf of ~ corporation. SUBRECIPIENT: GOD'S GYM Executive Director Pdnted name ACKNOWLEDGMENT STATE OF TEXAS ~ ;j KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES ~ ,T~. is Instz;ument was acknowledged before me on ~,~ 'Z.~. ,2005, by f, ft ~e La I,~,-q 4,~ , t~e Executive Dire~or of God's Gym, a Texas nonprofit corporation, on behaff of the corporation. EXHIBIT A God's Gym Preliminary Construction Schedule Advertise for professional services Pre Bid Meeting Pre Construction Meeting Award/begin contract Project completion August 2005 August 2005 August 2005 September 2005 September 2005 Preliminary Budget Four 7.5 ton A/C Un~ Electrical work Engineer Services Advertisement Project Total $ 30,000 6,000 3,500 500 $ 4o,ooo Total CDBG Funds Available $ 40,000 EXHIBIT B INSURANCE R;r~UIREM;NTS SubredDient's Liability Inaurance A Subrecipient must not commence work under this agreement all insurance required herein has bccn obtained and such insurance has been approved by the City. Subraciplent must not Mow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B Subrecipient must fumish to the City's Risk Manager, 2 copies of CerUflcute~ of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation on all applicable policies. TYPE OF INSURANCE 6 ; ~0-Day wratm neti~ of cmmellm~m, mltedal ; change, non-renewal or mk~tl~ and t0 ~ I w,;~.~ noUceofonned Uo~ for no~-paymeet of [[ pmflflum b required on nil COMMERCIAL GENERAL LIABILITY Including. 1 2 3 4. 5 6 7 Commercial Fo~rn Premises - Products/Co~pieted O~e?atlons Hazard Contr~ Lteb~ Broad Form P~ ~al Inju~ MINIMUM nodl~ InJu~ n~ ~ FIRE and EXTENDED COVERAGE BUILDERS RISK INSURANCE I AJ{ RMk~ of Physical Loss; including cotlapae arid tmnNt coverage ArB minimum, amount eafficient to cover the ret:)tncmNM~t ~ of ~h ~ or ~lding rmyee clause. Full value of any improveme~ cormtrucl~l with CDBG Funds provided unde~ l~la agreem~ eo long a~ ~:~-'k re~a~'~ to be co. plead on ~.:t~ improvemen~ C In the event of accidents of any kind, Subrecipient must furnish the Rl~k Manager wffh copies of all reports of such accidents w;l. hin 10 days of the accident. C ~mrnunlty De~,'~3pment ~ Grant P,c-~mm Submclplerff ~ h'm,. req. _n7-23- 04 ep ~ MgrrR Il ADDITIONAL REQUIREMENTS A. Certificate of Insurance: The City of Corpua Chrletl must be named as an additional In~ured on the ltabir~ty coverage, and a blanket waiver of subrogation on all applicable policies. The City of Corpua Chrlatl must be named as I(ms 13ayee using a =~,,ndard loss payee clause on the Fire and Extended Coverage coverage. If your insurance company uses the standard ACORD form, the cancellatlo~ cia[me (bottom dght) mtmt be amended by adding the wording "changed or" between "be" and 'canceled*. and deleting the words, "endeavor to", and deleting ~ wording after The nim~ of thi pro, ct must be listed under "Description of Ope~a~ons" At a minimum, a 30-day ~,;~,,n notice of cancellation, non-renewal, material change or te,,inafion and a 10-day written notice of cancellation for non-payment of premium is required. If the Certificate of Insurance on its face does no~ show on its face the existence of the coverage required by items 1.B (1)-(7), an authorized repreaer,[aLive of the insurance company must include a letter specifically stating whether ~ 1 .B. (1)-7) are included or excluded. END Co~nmun~ty Devek:~me~ Block Gram Program Subredpie~t Agreement~ [rm. req. 07.23-D4 e~3 RI~ blgn~ EXHIBIT C CDBG COMPLIANCE AFFIDAVIT STATE OF TEXAS COUNTY OF NUECES Dete: .'~ -~ KNOW ALL BY THESE PRESENTS: [;ommunity Developmeht Block Grant Subrecipient Affiant, on oeth. · ~ the following statements am true: .. of_ (~-'1.~ I ~ · ,- , a Texes nonprofit corporation, whk:h has applied for and been awarded Community Development Blod( Grant ('CDBG") Program funds administered by the City of Corpus Chdafi ("City'). Prior to the start of ~ project for which CDBG funds have been awarded, as the repres~qba- rive of the above-named aubrecipient organiT~tion ('Submctpient'), I met with City staff and received copies of the following Federal rules and regulations: 24 CFR 85.43 and 85.44 24 CFR 570.200, 500, and 600 et. seq. 49 CFR Part 24, 24.101-24.104 OMB Circular A-110 OMB Circular A-122 OMB Circular A-133 24 CFR Part 84 By execution of this affidavit, I attest that I have received the ebove-Eabecl Federal rules and regulations, City staff has explained the rules and regulations, and I understand the Subrecipient's obligations of perl:ormance under the rules and regulatJona. Further- more, I acknowledge that there may be additional Federal rules and regulations, beyond the rules and regulations listed ali~ve, to which h'm Subreciplant may be subject to. and wrth which the Subrecipient mu~ co~n accordance with Federal law~. SWORN TO AND SUBSCRIBED before me the Z 2..day of - o~ary Public, State of Texas