HomeMy WebLinkAboutC2005-729 - 9/13/2005 - Approved
CDBG SUBRECIPIENT AGREEMENT
BETWEEN THE
CITY OF CORPUS CHRISTI
AND THE
MARY McLEOD BETHUNE DAY NURSERY, INC.
THE STATE OF TEXAS ~
~
COUNTY OF NUECES ~
KNOW ALL BY THESE PRESENTS:
This agreement ("Agreement") is made and entered into between the City of Corpus
ChristL a Texas home-rule municipal corporation ("City"), acting through its City
Manager or the City Manager's designee ("City Manager"), and Mary McLeod Bethune
Day Nursery, Inc. ("Subrecipient"), a nonprofit corporation organized under the laws of
the State of Texas
WHEREAS, the City has allocated Twenty-five Thousand Dollars ($25,000) from the
FY2005-06 Community Development Block Grant ("CDBG") Program for construction of
improvements to a facility located at 900 Kinney Street, Corpus Christi, Nueces County,
Texas, 78401, such facility being owned by the Subrecipient ("Facility");
WHEREAS, the City desires that safe and sanitary public facilities be provided for low
and moderate income individuals and individuals with disabilities;
WHEREAS, the Subreclpient desires to operate public facilities to provide such services
to low and moderate income individuals and individuals with disabilities within the City of
Corpus Christi and throughout the community served by the Subrecipient in conformity
with 24 CFR 570.208, as amended; and
WHEREAS, the City wishes to encourage the services provided by the Subrecipient
and there being a genuine need for these services and for appropriate facilities to
provide such services in the City of Corpus Christi;
NOW, THEREFORE. the City and the Subrecipient agree as follows:
SECTION 1. SCOPE, BUDGET, SCHEDULE, AND PAYMENT REQUIREMENTS.
1.1 Scope of Work. The Subrecipient shall complete the work outlined in the funding
proposal that was submitted and approved by the City's City Council for FY2005-06,
such proposal being incorporated into this Agreement by reference as if fully set out in
this Agreement The Subrecipient through its contractors and subcontractors, shall
make improvements, to wit: coat metal roofing with waterproof covering and replace
downspouts for Building A, at the Facility by May 31, 2007 ("Improvements"). The
Improvements will be located on real property owned by the Subrecipient and located at
900 Kinney Street, Corpus Christi, Nueces County, Texas. For the purposes of this
Agreement, the term "Facility" collectively includes the aforementioned real property and
._.. ,_.- - - ._- _I.~ ~ .~:--~~'1g thereon as of the date of the Subrecipient's execution of
2005- 729 Jes, where appropriate and in context, the proposed Improve-
09/1.1/05
'\:12005- ~ 13 Page 1 of 15
Marv \lc1eod Bethune '\furs!:'n
ments to be constructed with the funding provided under this Agreement. All Improve-
ments must be constructed in accordance with the plans and specifications ("Plans")
prepared by the Subreclpient's registered architect or licensed professional engineer
retained pursuant to subsection 7.3. No construction may commence until the Plans
are approved by the Administrator or the Administrator's designee ("Administrator") of
the City's Community Development Division ("COD") and by the City's Development
Services Department ("Development Services").
1.2 Subrecipient Matching Funds Requirement. The Subrecipient shall provide Six
Thousand Dollars ($6,000) in matching funds for the construction of Improvements to
the Facility. If Subrecipient is required under this Agreement to meet a matching funds
requirement and fails to meet any portion of the requirement, the Subrecipient's alloca-
tion will not be disbursed, but is automatically forfeited and reverts to the City for inclu-
sion in future CDBG Programs.
1.3 Budget and Construction Schedule. The Subrecipient has provided an esti-
mated project budget and project construction schedule ("Project Budget and Con-
truction Schedule") based upon the proposed Improvements listed above and as are
described within this Agreement, which Project Budget and Construction Schedule is at-
tached to this Agreement as Exhibit A and is incorporated into this Agreement by
reference Ten days prior to the award of any construction contract or subcontractor
construction contract pursuant to this Agreement, the Subrecipient shall provide a
finalized budget, which must include a schedule of the detailed costs of construction,
and a schedule of construction completion dates, which must include a detailed com-
pletion schedule for the various aspects of construction for Improvements to the Facility,
which document( s) 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 Contents of Finalized Budget and Construction Schedule(s). The finalized
budget must include line-item costs for each item referenced in subsection 1.1 of this
Agreement. The finalized budget must provide a detailed presentation of projected
resources and expenses. The finalized construction schedule for Improvements must
reflect the anticipated timeline for the completion of construction stages for each of the
Improvements set out in subsection 1.1 of this Agreement, including, but not limited to,
dates for the retention of a registered architect or licensed professional engineer, com-
pletion of Plans, completion of conditions precedent to construction, commencement of
construction, completion of construction phases, and expected final completion date of
the Improvements
1.5 Requests for Payment.
fA) All requests for payment made pursuant to this Agreement must be submitted to
the Administrator.
(B) Progress payments for the Improvements will be made based upon the finalized
budget and construction schedule and the submittal and approval of appropriate
documentation of the work completed, including, without limitation, fully itemized
American Institute of Architects ("AlA") forms.
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IC) No progress payments will be made without certification by the registered architect
or licensed professional engineer that the phase to which the payment applies has
been substantially completed nor will any progress payment be made without an
inspection by staff of CDD and Development Services and approval by the Admini-
strator and Development Services staff affirming that the work has been completed.
(D) The Administrator may require that the Subrecipient provide a down date waiver
and a subordination of mechanic's lien claims prior to any payment.
(E) All payments will be adjusted according to the actual construction cost and the
matching funds requirement, if any, and in no event may any payment exceed the
stated amount of thiS Agreement. All requests for payments, excluding acquisition
of property, will be prorated to reflect the Subrecipient's share of costs as per the
approved finalized budget.
1.6 Approval of Finalized Budget and Construction Schedule(s). Construction of
Improvements to the Facility may not commence prior to the Administrator's approval of
the finalized budget and construction schedule required under subsection 1.4 of this
Agreement. The City will not reimburse any construction costs incurred by the Subre-
cipient pnor to the approval of the finalized budget and construction schedule(s), except
for professional services as may be allowed in the Administrator's discretion.
1.7 Periodic Performances Reports. The Subrecipient shall submit periodic perfor-
mance reports to the Administrator that recite progress for the period and advising of
any problems encountered. A performance report must be provided with each request
for payment.
SECTION 2. RECORDKEEPING, UNIFORM ADMINISTRATIVE REQUIREMENTS
AND OTHER PROGRAM REQUIREMENTS.
2.1 Construction and Operations Records. The Subrecipient shall provide access to
all original records, reports, and audits including, without limitation, all agreements and
appraisals for the Facility; invoices; payment and payroll records; bank records; plans
and specifications for the Facilities; Plans written and drawn pursuant to this Agree-
ment; change orders; contracts between the Subrecipient and its contractor(s), between
contractor(s) and their subcontractor(s), and between the Subrecipient and its regis-
tered architect(s) or licensed professional engineer(s); communications and correspon-
dence with regard to any contracts and subcontracts pertaining to this Agreement; affi-
davits executed pursuant to this Agreement; documentation of clientele being benefited
by the Facility (i.e. number of persons being served, etc.) and the activity being carried
out in the Facility which pertains to the construction or operation of the Facility; and all
written obligations pursuant to this Agreement, including, but not limited to, all informa-
tion on matching funds required under this Agreement, if any, during regular business
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 Participation Documentation. The Subrecipient shall keep and provide ac-
cess to records documenting compliance with Section 109 of the Housing and Commu-
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nity Development Act of 1974 [42 United States Code ("U.S.C.") 95309], as amended,
which requires that no person shall. on the ground of race, color, national origin, reli-
gion, or sex, be excluded from participation in, be denied the benefits of, or be sub-
lected to discrimination under any program or activity funded in whole or in part with
community development funds made available pursuant to the Act. Any prohibition
against discrimination on the basis of age under the Age Discrimination Act of 1975, as
amended, or with respect to an otherwise qualified disabled individual, as provided in 29
US.C ~794, as amended, also applies to this Agreement.
2.3 Information and Reports. The Subrecipient shall provide any information, reports,
data, and forms pertinent to this Agreement as the Administrator or staff of CDD may,
from time to time, request for the proper administration of this Agreement.
2.4 OMB Circulars A-110, A-122, and A-133. The Subrecipient shall comply with the
requirements and standards of United States' Office of Management and Budget
"OMB") Circulars A-11 0, A-122, and A-133, as each may be amended.
2.5 Compliance Documentation. The Subrecipient shall keep and provide access to
records documenting compliance with the rules and regulations contained in Title 24,
Chapter 570, et. seq., of the Code of Federal Regulations ("CFR"), 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 Debarred,
Suspended, or Ineligible Contractors or Subrecipients; 570.610, Uniform Administrative
Requirements and Cost Principles; and 570.611 j Conflict of Interest. If there is a con-
flict of interest with any employee, agent, consultant, officer, or member of the Board of
Directors of the Subrecipient, the person with the conflict and the nature of the conflict
must be identified, by name and title, and submitted to the Administrator prior to any
costs being incurred at, In, or on the Facility with respect to construction of the Improve-
ments
2.6 Equal Employment Opportunity. The Subrecipient shall comply with all appli-
cable Federal Equal Employment Opportunity regulations, including, but not limited to,
Executive Order 11246, as amended, and Section 3 of the Housing and Urban Develop-
ment 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 contracts the Subrecipient
enters Into with respect to construction of the Improvements
2.7 Request for Bids/Proposals. The Subrecipient shall comply with requirements of
OMB Circular A-110, as amended, and all State and local procurement requirements
with regard to solicitation of bids and proposals for construction of the Improvements to
the Facility, if applicable, and shall provide such records to representatives of HUD, the
City Manager, or the Administrator upon request.
2.8 Real Property Acquisition. The Subrecipient shall comply with requirements of
49 CFR Part 24, Subpart B, as amended, and all State and local acquisition require-
ments with regard to acquisition of property, if applicable, and shall provide such
records to representatives of HUD, the City Manager, or the Administrator upon request.
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2.9 Disabled and Handicapped Accessibility. The Subrecipient shall comply with
the Americans with Disabilities Act of 1990, as amended, and with the rules and regu-
lations published in 28 CFR Part 36 as amended. and all State and local requirements
regarding disabled accessibility
2.10 Religious Organizations. The Subrecipient shall comply with requirements re-
garding religious organizations, as set forth in 24 CFR 570.200(j), as amended.
SECTION 3. SUSPENSION AND TERMINATION.
3.1 Application of 24 CFR 85.43. The City may suspend or terminate this Agreement
in accordance with 24 CFR 85.43, as amended, if the Subrecipient materially fails to
comply with any term of the CDSG 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. Pursuant to the provisions cited in Section 3 of
this Agreement, to Federal rules and regulations applicable to the Subrecipient, and to
HUO guidelines, if any deficiencies are discerned by or through monitoring of this
Agreement, the Administrator may either temporarily withhold cash payments pending
correction of the deficiencies, disallow all or part of the cost of the activity or action not
In compliance, wholly or partly suspend or terminate the current award, withhold further
awards. or take any other remedies that may be legally available.
3.4 Termination Notice. Either party may terminate this Agreement, during the term of
this Agreement, as of the last day of any month upon thirty (30) days prior written no-
tice. The party terminating this Agreement must comply with subsections 3.1 and 3.2 of
this Agreement and all other provisions of this Agreement providing responsibilities in
the event of termination
3.5 Termination. Upon a termination of this Agreement, the Subrecipient agrees to
refund to the City all COSG Program funds expended on construction of the Facility and
Improvements. If the Subreciplent cannot refund all such money within thirty (30) days
of the termination notice. the City may take whatever action is necessary to reimburse
the City as set out in 24 CFR 85.43 and 85.44, as each may be amended. Notwith-
standing this provision, the Reversion of COSG Funds provision, set out in Section 4 of
this Agreement, also applies to the Subrecipient's CDSG Program funds on hand, ac-
counts receivable, and real property under the Subrecipient's control.
SECTION 4. REVERSION OF CDBG FUNDS.
4.1 Facility and Improvements Used to Meet National Objective and Same
Business Purpose. The Subrecipient's Facility and all Improvements 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 date of the last disburse-
ment of CDSG funds under this Agreement, whichever is longer. In addition, the Subre-
cipient shall use the Facility and all Improvements for the same business purpose as
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that which existed on the date of the Subrecipient's execution of this Agreement for a
period of five (5) years following the date of final completion of the construction of the
Improvements or following the date of the last disbursement of COSG funds under this
Agreement, whichever IS longer.
4.2 Facility and Improvements Not Used to Meet National Objective and Same
Business Purpose. In the event that the Subrecipient's Facility or any Improvements
are not used to meet one of the national objectives or the same business purpose for
the length of time specified in subsection 4.1 of this Agreement, then the Subrecipient
shall reimburse the City for the COSG funds received by the Subrecipient as follows:
(A) Failure to meet national obJective' The Subrecipient must reimburse the total award
of COSG funds received under this Agreement.
(S) Failure to use Facility or any Improvements for same business purpose: Prorated
reimbursement as a fractional amount, the numerator being the number of months
that the Subrecipient's Facility or any Improvements failed to be used for the same
business purpose as that which existed on the date of the Subrecipient's execution
of this Agreement and the denominator being 60, multiplied by the total amount of
COSG funds received by the Subrecipient 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 use of any other remedy allowed by law or that may be enforced by
the City pursuant to 24 CFR 570.503, as amended.
SECTION 5. PROGRAM INCOME.
5.1 Disposition of Program Income. Program income received by the Subrecipient
as a result of this Agreement, if any, may be retained by the Subrecipient. Any such
program income must be used to operate public facilities to provide services to low and
moderate income individuals and individuals with disabilities within the City of Corpus
Christi and throughout the community served by the Subrecipient in conformity with 24
CFR 570208, as amended. The Subrecipient shall report program income to the City
annually during the term of this Agreement, not later than August 31 for the previous
year ending July 31
5.2 Accounting for Program Income. The Subrecipient shall comply with OMS
Circular A-11 0, as amended, with reference to program income, if applicable.
SECTION 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 incorporated in this Agreement by reference. A certifi-
cate to that effect must be provided to the City's Risk Manager ("Risk Manager") and
the Administrator at least ten (10) days prior to any construction. Failure to maintain
any of the types and limits of the insurance required by Exhibit S is cause for the City to
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terminate this Agreement and cancel any and all reimbursements of CDBG funds to the
Subreclplent.
6.2 Notice to City. The Subrecipient shall require its insurance companies, written
policies, and certificates of insurance to provide that the City must be given thirty (30)
days advance notice by the insurer prior to cancellation, nonrenewal, or material change
of the insurance policies required by Exhibit B. Failure to maintain such insurance will
be cause for the City to take control of the Facility and all Improvements, cancel any
claim that the Subrecipient may have to the use of the Facility and Improvements, and
cancel any and all reimbursements of CDBG funds to the Subrecipient.
6.3 Right to Re-evaluation and Adjustment of Limits. The Risk Manager retains the
right to re-evaluate the insurance requirements during the term of this Agreement and
adjust the types and limits of such insurance upon thirty (30) days written notice to the
Subrecipient. Insurance types and limits may not be adjusted more frequently than
once per year.
6.4 Indemnification.
(A) The Subrecipient covenants and agrees that it will indemnify and
hold City harmless of, from, and against all claims, demands, ac-
tions, 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, without limitation on
the foregoing, workers' compensation, death, and premises 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
part of the City, its officers, employees, or agents t'lndemnitees'~,
acting pursuant to this Agreement and with or without the express
or implied invitation or permission of the Subrecipient, or on the
part of the Subrecipient or any of its agents, servants, employees,
contractors, patrons, guests, licensees, or invitees entering upon
the Facility 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 violation by Indemnitees, the Subre-
cipient or any of its agents, servants, employees, contractors,
patrons, guests, licensees, or invitees of any law, ordinance, or
governmental order of any kind, or when any such injury or dam-
age may in any other way arise from or out of the Improvements
being constructed at the Facility or out of the use or occupancy of
the Improvements to the Facility or the Facility itself by Indemni-
tees, the Subrecipient, or any of its agents, servants, employees,
contractors, patrons, guests, licensees, or invitees, and including,
without limitation, any damages or costs which may occur as a
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result of the design of the Improvements to the Facility, the bid-
ding process, actual construction of the Improvements to the Fa-
cility, administration 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 and
the Subrecipient jointly, failure of the Improvements to the Facility
to work as designed, failure of any contractor, subcontractor, or
manufacturer to honor its warranties, or failure of the Subrecipient
to maintain the Improvements to the Facility or the Facility itself.
(B) These terms of indemnification 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 Indemnitees, but not if such damage or in-
jury may result from the gross negligence or willful misconduct of
Indemnitees.
(C) The Subrecipient covenants and agrees that, in case the City is
made a party to any litigation against the Subrecipient or in any
litigation commenced by any party other than the Subrecipient
relating to this Agreement and the Improvements to the Facility
contemplated under this Agreement, the Subrecipient shall, upon
receipt of reasonable notice and at its own expense, investigate all
claims and demands, attend to their settlement or other disposi-
tion, defend the City in all actions based thereon with legal coun-
sel satisfactory to the City Attorney, and pay all charges of at-
torneys and all other costs and expenses of any kind whatsoever
arising from any said claims, demands, actions, damages, losses,
costs, liabilities, expenses, or judgments.
(D) The provisions of this section survive the termination or expiration
of this Agreement.
SECTION 7. SUBRECIPIENTS REQUIREMENTS.
7.1 Precontracting and Preconstruction Conference. The Subrecipient has at-
tended a precontracting conference with City representatives. The Subrecipient and all
of its identified contractors and subcontractors must attend a preconstruction confer-
ence with City representatives. Failure to do so may result in the Subrecipient being
ineligible to receive the CDBG funds awarded and allocated to the Subrecipient under
this Agreement.
7.2 Pledged Contribution. The Subrecipient shall provide any additional funds
needed for the completion of the Improvements. The Subrecipient shall provide can-
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celed checks or other proof as may be required by the Administrator as proof of the
contribution.
7.3 Prepare Plans and Specifications. The Subrecipient shall retain a registered
architect or licensed professional engineer in accordance with OMS Circular A-11 0, as
amended. to prepare the Plans and to inspect all Improvements to ensure conformity
with final plans and specifications submitted to the Administrator.
7.4 Professional Services. The Subrecipient shall retain professional services and all
necessary contractors for construction of the Improvements in accordance with OMS
Circular A-11 0, as amended, and construct Improvements to the Facility in accordance
with final plans and specifications and the schedule submitted to COD as set out in sub-
sections 1 1 and 13 of this Agreement. The Soard of Directors of the Subrecipient shall
ensure that professional services, relating to the construction of the Improvements, are
retained and that the construction of the Improvements is supervised.
7.5 Change Order Procedure. A change order procedure must be instituted to make
changes in the Plans or specifications or to decrease or increase the quantity of work to
be performed or materials, equipment, or supplies to be furnished for the Improvements
to the Facility. The Subrecipient shall submit all change orders to the Administrator for
approval prior to the change order becoming effective. Any money expended by the
Subreciplent pursuant to a change order and prior to submittal and approval of such
change order is not reimbursable, and the Subrecipient shall bear all such costs
associated with unapproved changes.
7.6 Staff and Administrative Support. The Subrecipient shall provide sufficient staff
and administrative support to supervise the construction of the Improvements to the
Facility
7.7 Use of Funds. The Subrecipient covenants that all CDSG funds expended under
this Agreement will be used solely for the activities described in this Agreement. The
Subrecipient shall reimburse the City for all funds expended for activities not related to
the purpose and activities described in this Agreement or that violate Federal or State
laws.
7.8 Accounting and Audit. The Subrecipient shall record financial transactions ac-
cording to approved accounting procedures and provide an independent audit of the
expenditures in accordance with OMS Circular A-133, as amended. Such audit must be
completed 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-
pletion of the audit. If the audit shows discrepancies between amounts charged the
Subrecipient and amounts reimbursed to the Subrecipient by the City, a resolution of
the discrepancies must be made within sixty (60) days from receipt of the audit by the
City. If the Subrecipient owes the City money in resolution of the discrepancies, the
money must be paid within ninety (90) days from receipt of the audit by the City or the
Subrecipient is in default pursuant to this Agreement.
7.9 Completion Date of Construction. The Subrecipient shall complete construction
of the Improvements to the Facility in accordance with the approved Plans and Specifi-
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cations by May 31 2007 If the Subrecipient is rendered unable to carry out the terms
of this subsection. the Subrecipient shall promptly give the City written notice of such
delay together with reasonable particulars concerning it. The Administrator may extend
the construction time schedule for such time as may be deemed necessary and
justified, provided, however, that the extension of the construction time schedule does
not exceed the term of this Agreement. (An extension of the term is addressed in Sec-
tion 9.
SECTION 8. CITY'S REQUIREMENTS.
8.1 Committment of Funding for Improvements of Facility. The City shall provide
the Subrecipient up to Twenty-five Thousand Dollars ($25,000) from the City's FY2005-
06 CDBG Program for Improvements to the Facility as described in Section 1 of this
Agreement and in accordance with the accepted bid, budget, and construction
schedules made a part of this Agreement, subject to the Subrecipient's compliance with
the provisions of this Agreement.
8.2 Additional Funds. Nothing in this Agreement may be construed as requiring the
City to provide additional construction funds to the Subrecipient at any time in the future.
SECTION 9. GENERAL PROVISIONS.
9.1 Term. This Agreement terminates June 30. 2007. Extensions to the term of this
Agreement may be requested by the Subrecipient and approved by the City Manager.
However. the Subrecipient is bound by all covenants, terms, and conditions of this
Agreement including, without limitation, recordkeeping, for a period of six (6) years com-
mencing on the date of the Subrecipient's execution of this Agreement, unless a specific
bound period is shorter or longer as may be stated in this Agreement.
9.2 Objective. The Subrecipient shall operate the Facility and the Improvements to
further 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 May 31, 2007. and provide programs to help low and moderate income individuals
and individuals with disabilities improve the quality of their lives and reach their maxi-
mum potential for independence and at all times in accordance with HUD's Community
Development Block Grant regulations and guidelines and all local, State, and Federal
requirements and laws.
9.3 Licensing. The Subrecipient shall obtain and maintain any certificates 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 other
agencies having regulatory jurisdiction over the Facility and the Subrecipient.
9.4 Maintenance. The Subrecipient shall furnish all maintenance to the Facility and
Improvements as necessary to maintain the Facility and Improvements in good repair.
9.5 Default. In the event the Subrecipient ceases to operate the Facility in accordance
with the terms of this Agreement or commits any other default in the terms of this
Agreement, the City is herein specifically authorized to demand reimbursement of the
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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 reimburse
the City
9.6 No Liability. In no event is the City liable for any contracts made by or entered into
by the Subrecipient with any other person, partnership, association, firm, corporation, or
governmental entity
9.7 Notices.
(A) All notices, demands, requests, or replies provided for or permitted under this
Agreement, by either party must be in writing and must be delivered by one of the
following methods: (1) by personal delivery; (2) by deposit with the United States
Postal Service as certified or registered mail, return 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 transmission.
(B) Notice deposited with the United States Postal Service in the manner 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 ) business day after transmission to the telegraph com-
pany or overnight express carrier Notice by fax transmission will be deemed effec-
tive upon transmission, with proof of confirmed delivery
(C) All such communications must only be made to the following:
If to the City:
If to the Subrecipient:
City of Corpus Christi
Attn Administrator. Community Dev. Div.
POBox 9277
Corpus Christi, Texas 78469-9277
(361) 826-3045 Office
(361)844-1740 Fax
Mary McLeod Bethune Day Nursery
Attn: Executive Director
900 Kinney Ave.
Corpus Christi, Texas 78401
(361) 882-7326 Office
(361) 882-1908 Fax
(D) Either party may change the address to which notice is sent by using a method set
out above. The Subrecipient shall notify the City of an address change within 10
working days after the address is changed.
9.8 Nonassignment. The Subrecipient may not assign, mortgage, pledge, or transfer
this Agreement or any interest in the Facility or Improvements without the prior written
consent of the City.
9.9 Nonexclusive Services. Nothing in this Agreement may be construed as prohibi-
ting the Subrecipient from entering into contracts with additional parties for the perfor-
mance of services similar or identical to those enumerated in this Agreement, and no-
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thing in this Agreement may be construed as prohibiting the Subrecipient from receiving
compensation from such additional contractual parties, provided that all other terms of
this Agreement are fulfilled.
9.10 Breach of Agreement. Notwithstanding any other provisions of this Agreement,
should the Subrecipient breach any section or provision of this Agreement including,
without 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
Agreement.
9.11 Modifications. Modifications to this Agreement are 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, subdivision, clause, phrase,
word, or provision of this Agreement is held invalid or unconstitutional 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 parties to this Agreement that every section, paragraph, subdivision, clause,
phrase, word, and provision of this Agreement be given full force and effect for its pur-
pose.
9.13 Jurisdiction and Venue. The laws of the State of Texas govern and are appli-
cable to any dispute arising under this Agreement. Venue is in Corpus Christi, Nueces
County Texas. where this Agreement was entered into and must be performed.
9.14 Warranty from Contractor. Upon the Subrecipient's receipt of a copy of the
Architect/Engineer's certificate of substantial completion, the Subrecipient shall only
look to the architects, engineers, contractors, subcontractors, manufacturers, and their
respective warranties to remedy any defects in design, workmanship, or materials, and
the Subrecipient covenants and agrees that the City has no responsibility for any de-
fects of any kind or nature whatsoever, even if it is alleged such defect is due to the
City's negligence. The City must be a third party beneficiary to the Subrecipient's
contracts effecting the Improvements, and all warranties and duties under such con-
tracts must be In favor of the Subrecipient and the City.
9.15 Copies of Rules and Regulations. Copies of some of the Federal rules and
regulations referenced in this Agreement have been provided to the Subrecipient at the
precontracting conference as evidenced by the Subrecipient's CDBG Compliance
Affidavit, which is attached to this Agreement as Exhibit C and incorporated in this
Agreement by reference Any failure, by the City, to supply the Subrecipient with any
other Federal rules and regulations which may be applicable to the Subrecipient, its
Facility. the Improvements, CDBG funding, or to recipients of Federal funds does not
waive the Subrecipient's required compliance in accordance with Federal law.
MMB Day Nursery FY0506 Agrnt.d("
Page 12 of 15
9.16 Disclosure of Interests. In compliance with Section 2-349 of the City's Code of
Ordinances, the Subrecipient shall complete the City's Disclosure of Interests form,
which IS attached to this Agreement as Exhibit D, the contents of which, as a
completed form, are Incorporated in this document by reference as if fully set out in this
Agreement
9.17 Acknowledgment of Funding Source. The Subrecipient shall give credit to the
City's CDBG Program as the project funding source in all presentations, written docu-
ments, publicity, and advertisements regarding the Improvements. The Subrecipient
agrees to acknowledge the sponsorship of the City of Corpus Christi at any event
promoting the project or any other project sponsor.
(EXECUTION PAGES FOLLOW)
MMB Day Nursery FY0506 Agmt.doc
Page 13 of 15
'" I- L
' '.(\ \
Executed In duplicate onginals this ; A...:::, day of I i
.) I.
(_'1..- t.'
/ L
L.-/' --
,2006.
ATTEST:
/ }Yr-y~:~~ .
Arman~o/ Chapa"/ .
City Secretary
'.
CITY OF CORPUS CHRISTI
J~2 ~. ~oe -
City Manager
Approved as to form only: ~. 9 / 4-. 2006
, -, LA -~ I AUi ?'llh'\ . '-,
I ~ ~:~-~=~'IJ tv. L ?-
,-tz-
-.4 .1 ._...............~ -, ,
~[etn A~~;/C
Elizab, R. Hundley
Assist'int City Attorney
for the City Attorney
ACKNOWLEDGMENT
STATE OF TEXAS
~
~
~
KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES
This instrument was acknowledged before me on n \J. '(~ 3D , 2006,
by George K. Noe, City Manager of the City of Corpus Christi, a Texas home-rule
municipal corporation, on behalf of the corporation.
(seal)
/ )
-~~~ ~ (l-
F~
II f~\ Connie Parks ~=
/: ~" P--, $ My CommiSSIOn Em,
~~ No~ember09, 200
~,...
Notary Public, State of Texas
MMB Day Nursery FY0506 Agmt.doc
Page 14 of 1 5
SUBRECIPIENT: Mary McLeod Bethune Day Nursery, Inc.
. .. I
/' Jtflfllu \.-i{~U/) It
Exetutive Directpr .
)1/)/I))J6 {f ~{.lIJ
Printed name
, I
,fJ //b!)~
.
Date
ACKNOWLEDGMENT
STATE OF TEXAS ~
~
COUNTY OF NUECES ~
KNOW ALL BY THESE PRESENTS:
This instrument was acknowledged before me on . J l ,n 1 t...-L ,4-~ , 2006,
by , "~l L \.i l L ft. " , the Executive Director of Mary McLeod
Bethune Day Nursery, Inc., a Texas nonprofit corporation on behalf of~~~ corporation.
( seal)
( I '--~~r~'
N~ry PUblic,S1ate exas
MMB Day Nursery FY0506 Agmt.doc
Page 1 5 of 15
<'l
hi 882 3707
f".2
1\1ary l\1cLeod
BE'l'HUNE DAY NURSERY, INC.
-,-""",..~_.,.."'~'~-~.~--. ,-..--------. .-'-. .--_._._~ :-:------.
~~~- !~~l1WrI~m[_~~1
htnblished 1942
Mary McLeod Bethune Day Nursery, Inc.
FYOS..CDBG Program
Preliminary Construction Schedule:
SUDer Therm Coatina of Existina Metal Root
June 2006
Begin project
August 2006
Complete work
Preliminary BudGet:
Funds Provided for the project:
$25,000
Funds available for the project:
*Bethune non-profit
FY2005 COBG funds
$ 3,.26 ($480 bal. + $2,646) It :3/ /2.(,
25.000
Total Funds Available
$ 281126
.l:;.g, f~
*Funds in the amount of $4,400 awarded by Coastal Bend Foundation (Ed Harte) were re-al/ocated (due to
an emergency) to secure security front doors for the entrance of the main building.
*Cost of gate repairs ($1,120) were deducted from the $6,000.
*Bethune to provide the difference of $480 from the prevIous $6,000 With an aclditional $2,~ to equal to
the $3,026.
EXHIBIT "A"
A UNITED WAY AGENCY
EXHIBIT B
INSURANCE REQUIREMENTS
Subrecipient's Liability Insurance
A Subrecipient must not commence work under this agreement until all insurance required
herein has been obtained and such insurance has been approved by the City. Subrecipient
must not allow any subcontractor to commence work until all similar insurance required of the
subcontractor has been obtained.
8 Subreciplent must furnish to the City's Risk Manager two (2) copies of Certificates 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 is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
~--_.
30-Day written notice of cancellation, material Bodily Injury and Property Damage
change, non-renewal or termination and 10 days
written notice of cancellation for non-payment of
I p'em;um;. ,equ;n>d on all cert;ficat..
COMMERCIAL GENERAL LIABILITY including: $1,000,000 Combined SinQle Limit
11 Commercial Form
2 Prem ises - Operations
3 Products/ Completed Operations Hazard
4 Contractual Liability
5 Independent Contractors
6 Broad Form Property Damage
7 Personal Injury
1---.
FIRE and EXTENDED COVERAGE At a minimum, amount sufficient to cover the
i replacement cost of facilities andl or building
, City to be named as loss payee using standard loss
, payee clause.
~
I BUILDERS RISK INSURANCE Full value of any improvements constructed with
1 All Risks of Physical Loss; Including collapse CDBG Funds provided under this agreement, so long
I and transit coverage as work remains to be completed on such
! improvements
L.__._.. ...-...------.---
C In the event of aCCidents of any kind, Subrecipient must furnish the Risk Manager with copies
of all reports of such accidents within 10 days of the accident.
Community Development Block Grant Program Subrecipient Agreements ins. req.
10-25-05 ep Risk Mgmt
II ADDITIONAL REQUIREMENTS
A Certificate of Insurance:
*
The City of Corpus Christi must be named as an additional insured on the liability
coverage, and a blanket waiver of subrogation is required on all applicable policies.
*
The City of Corpus Christi must be named as loss payee using a standard loss
payee clause on the Fire and Extended Coverage coverage.
*
If your insurance company uses the standard ACORD form, the cancellation clause
(bottom right) must be amended by adding the wording "changed or" between "be"
and "canceled", and deleting the words, "endeavor to", and deleting the wording after
"left". In the alternative, a policy endorsement providing the required cancellation
language will be accepted
*
The name of the project must be listed under "Description of Operations"
*
At a minimum, a 30-day written notice of cancellation, non-renewal, material change
or termination and a 10-day written notice of cancellation for non-payment of
premium is required.
B
If the Certificate of Insurance on its face does not show on its face the existence of
the coverage required by items 1.8 (1 )-(7), an authorized representative of the
Insurance company must include a letter specifically stating whether items 1.8. (1 )-7)
are included or excluded.
END
Community Development Block Grant Program Subrecipient Agreements ins. req.
10-25-05 ep Risk Mgmt.
EXHIBIT C
CDBG COMPLIANCE AFFIDAVIT
STATE OF TEXAS
KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES
Date:
Affiant:
'tle)
of I. , a Texas nonprofit
corporation, which has applied for and been a arded Com unity Development Block
Grant C'CDBG") Program funds administered by the City of Corpus Christi ("City"). Prior
to the start of the project for which CDBG funds have been awarded, as the representa-
tive of the above-named subrecipient organization ("Subrecipient"), I met with City staff
and received copies of the following Federal rules and regulations:
OMB Circular A-110 24 CFR 85.43 and 85.44
OMB Circular A-122 24 CFR 570.200, 500, and 600 et. seq.
OMB Circular A-133 49 CFR Part 24, 24.101-24.104
24 CFR Part 84
By execution of this affidavit, I attest that I have received the above-listed Federal rules
and regulations, City staff has explained the rules and regulations, and I understand the
Subrecipient's obligations of performance under the rules and regulations. Further-
more, I acknowledge that there may be additional Federal rules and regulations,
beyond the rules and regulations listed above, to which the Subrecipient may be subject
to, and with which the Subrecipient must comply, in accf,~dance with Federal laws.
By :'f'I<<A1U~ ~tl "L~!t1A--
SWORN TO AND SUBSCRIBED before me the /(l1{ day of ~7 \ \~.u:--L,---"" , 2006.
(seal)
~.\.<f :t:r. t.
Notary Public, State of Texas
IJi
.
-
EXHIBIT 0
-E
CITY OF CORPUS CBlUSTI
DISCLOSURE OF INTEREST
citY of eo.,. Christi Ordinance 17112, as amended, requires all persons or firms ~g 10 do business wi1h the City
to 1Xovide tae i>>llowiaa information. Every question must be ansWered. If the q1lf1!Stioa is JD applicable, answer with
"NA". seereveneside'or,~~~Orj . . \ r
~=NAME: ~U~;Q~l.lrbfC~-~'>~ j~ ,if)J1L
=:: l~~.) '.~ 2. p~~:( ~l -~ 7'; }~4-o1
4. A.ssocuwon ( ) 5. 0Iber ( ~i _~___
, -
DISCLOSURE QUESTIONS
If ldditioDalIpllce is aecessary, ple81e use the reverse side of this {J!P or attach 5ef*~ sheet.
1. State __ ofach "eIDp~ of~ of Corpus Christi having an "ow..-4ip inw~ coastituting 3%
or more of the owaenbip in the above "firm."
Name I
o l r\
lob Title and City Department (ifk:nown)
2. State tiMt.... of each "official" of the City of Corpus Christi having an "ownership ~..st" constituting 3% or
IDOIe of'the ownership in the above named "finn." .
1 ~
Name
1\1 tA-
TItle
3. State the ames of each "board. member" of the C~ of Corpus Christi having an "ownership interest" constituting
3% or more of the ownership in the above named firm."
Name
Board. Commission, or Committee
t ' 'il
j ,; / .;~
\ I I '
,
4. State the DaIlIes of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any
matter rellted to the subject of this contract and has an "ownership interest" consritnring 3% or more of the
ownersllip in the above named "firm."
w
Consultant
CERTIFICATE
I certify tha all information provided is true and corm:t as of the date of this statement. that I have not knowingly
withheld iIIcJosure of any information requested; and that supplemental statements ",,-ill be promptly submitted to the
City of COIpIII Christf. T~ as~~c ,on" . :- , "
CeniJYing- j \ ILLlu ,: 'v \ .l-L~' ~ .hl . l"JtIe: \. \I _ t ~ 7
Signature ofCertifying Person: ~ _ ~iUfY- Date: ?7- - U 0 lJ ,(p
DEFINITIONS
L "Beard member." A member of my boIIrd, commission, or commiUee 8!JPOiDIId by the City (~;)uncil
oftbe City of Corpus Christi. Texas.
b. "Eaployee." Any persall employed by the City of Corpus Christi, TClIaS eitbs- on a fuUor parUime
bIuis. but DOt as an iDdepaadent contractor.
c. "Firm." AJ1.y entity operated for ~ gain, wbetber professional., ind..dPi.f or commercial, and
whether established to produce or deal with a product or service, incJlvM,g butDOt Iim~ to, entities
opea.@d in the fonn ofsoie propsietonb.ip, as self-employed ~ ~J.~~;(\ corporation, joint
stock company, joint venture, rec:eivenbip or trust, aDd entities which for t-~of1aDtiOll are treated
as Ron-profit OfB"11i7'Jdions.
d. "Official. .. The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant
City Maaagers, Depanment and Division Heads, and Municipal Couri: JUdges of the City of Corpus
Christi. Texas.
e. "Ownership In~" Legal or equitable interest, whether acmally QC ~adively held, in a finD,
iDaluding when such intelest is held through an agent, trust, estate, or hnLling cmity. "Coastructively
held" refers to holdings or control established through voting trusts. Pl~ or special terms of venture
OI'partnership agreements."
f. "Coosultant. .. Any person or firm., such as engineers and arch~ hired by the City of Corpus
Cbristi for the purpose of professional consultation and recommeutfmnn