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HomeMy WebLinkAboutC2007-458 - 8/28/2007 - ApprovedI]BG UBf~EfPIENT AGREEMENT BETWEEN THE CITY of oRf~fJ HRfTI ANf] CoATAL BEND ENTER Fold f1~~Ef~ENDENT L1111fVG THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This agreerr~ent {"Agreement}'} i made and entered into between the Cit of Cor us Christ, ~ Texas home-rule municipal corporation ~ City }, acting throe hits Ci tY lUlanager orthe City Manager's designee ~"City fVfanager"}, and Coastal Bend Center for Independent Living, Inc. ~"ubreoipien#"}, a nonprofit corporation or anized under g the lauvs of the state of Texas. V1~HEREA, the City has allocated Fifteen Thousand f~ollars ~15,O~o}from the FY~0~7-oS Community f~eveloprrient Bieck grant ~ttl~BG"} Frogram for construction of improvements to a facilities located at 1537 seventh street, Corpus Christi, ~lueces County, Texas, 7~4~4, such facilities being owned by the ubrecipient "Facilf " ~ ~~ 1~HEREA, the City desires that safe and sanitary public facilities be rovided for love . p and moderate income ~nd~viduals and ~ndiv~duals With d~sabil~t~es; VIEHEREA, the ubrecipient desires to operate public facilities to provide such services to foW and moderate income individuals and individuals With disabilities Within the Cit of . y Corpus Christi end throughout the cor~mun~ty served by the ubreci lent in conformi p ty With ~4 CFA 570.08, as amended; end ~VHEREA, the City Wishes to encourage the services provided b the ubreci lent Y p and there being ~ genuine need for these services and for appropriate facilities to provide such services in the City of Corpus Christi N01~V, THEREFORE, the City end the ubrecipient agree a follovus~ ECTfoN ~ . oPE, BUf)GET, CHEI]ULE, ANf] PAYMENT REC~IIIREMENT. ~~~ scope ~f I~I[arf~~ The ubrecipient shall complete the Work outlined in the fundin ., g proposal that Was submitted and approved by the City s Ci#y Council for FY~D07~o8 a such proposal being incorporated into this Agreement by reference as if full set out in . Y this Agreement, The ubrecipient, throuih its contractors and subcontractors shall make improvements, to vuit: to ~ 537 Beventh street, improvements to Buildin "A" . g CBCiL property including a new roof and ~nter~or rehabilitation in the transitional units b Ma 31 Y y , ~~08, ~ Improvements }, The Improvements WWII b located on real ro ert I~ p Y owned by the ubrec~pient and located at ~ 537 seventh street, Cor us Christi hfueces p , County, Texas. For the purposes of this Agreement, the term "1=acilit " collectivef Y Y ~DO7-48 1V~2oo7-~2G oH12S107 ~B ntr for I~ndep ~i~in includes the aforementioned real property and any improvements existing thereon ~ of the date of the Subrecipient' execution of this Agreement and includes, where appropriate and in context, the proposed Improvements to be constr~,cted with the funding provided underthis Agreement. Ail Improvements must be constructed in accordance with the plans and specifications ~"Plans"} prepared by the Subrecipient's registered architect or licensed professional engineer retained pursuant to subsection 7.. No construction may carr-mence until the Plans are approved by the Administrator or the Administrator's designee {"AdmEnistrator'}} of the pity's community Development Division ~"ADD"~ and by the pity's Development Services Department ~'~Deveiopment Services"}. 1.~ Subrecipient Matching Funds Requirement. The Subrecipient shall provide no matching funds forthe construction of the Improvements to the Facility. If the Subrecipient is required under this Agreement to meet a matching funds requirement and fails to meet any portion of the requirement, the ubrecipient's allocation will not be disbursed, but i automatically forfeited and reverts to the pity for inciusion in future DDB Programs, ~ .3 Budget and construction Schedule. The Subrecipient has provided an esti- mated project budget and project construction schedule ~"Project Budget2~nd on- truct~on Schedule"} based upon the proposed Improvements listed above and as are described within this Agreement, which Project Padget and construction Schedule is at- tached to this Agreement a Exhibit A and is incorporated into this Agreement by ref- erence. Ten days prior to the award of any construction contact or subcontractor con- struction contract pursuantto 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 completion schedule for the ~rarious aspects of construction for improvements to the Facility, which documents} will then be substituted far the then existing Exhibit A and become Exhibit A of this Agreen~entfor ell purposes underthis Agreement ~.4 contents of Finalised Budget and construction Schedule~s~. The finalized budget must include line-item casts for each item referenced in subsection ~ . ~ 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. ~ of this Agreement, including, but not limited to, dates forthe retention ofa 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, ~.~ Requests for Payment. ~A} 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 coastal Bend Centerfor Independent ~MVing - loaf - FYg7~~8.doc Page ~ of ~5 documentation of the work completed, including, without limitatian, fully itemized American Institute of Architects ~"AIA"} forms ~} No progress payments will be made without certification by the roistered architect ar licensed professional engineerthat the phase to which the payment applies has been substantially completed nor will any progress payment be made without an inspection by staff of DD and Development services and approval by the Adrr~inistrator and Development services staff affirming that the work has been completed . ~D} The Administrator may require that the ubrecipient provide dawn date waiver end a subordination of mechanic's lien claims priorto any payment. ~~~ Ail payments will be adjusted according to the actual construction cast 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 ubrecipient's share of costs as per the approved finalized budget. ~,~ Approval of Finalized Bu~etand Dor~trc~ction achedu~e~~. 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 ~.4 of this Agreement. The pity will not reimburse any construction casts incurred by the ubre- cipient priorto the approval ofthe finalized budget end construction schedules}, except far professional services as may be allowed in the Administrator's discretion. ~ .~ Periodic Performances Reports. The ubrecipient shall submit periodic perfar~ manse reports to the Administratorthat recite progress for the period and advising of any problems encountered. A performance report must be provided with each request for payment. EDTI~N ~. RED~RDKEEPINC, UNIF~R~I AD~IINITRATl11E REUIRE~IENT AND ETHER PR~CRAM REQUIREMENTS. ~.~ Donstruction and ~peratians Records. The ubrecipient shell pravide access to ell original records, reports, and audits including, without limitation, ell 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 Subrcipient and its contractar~s}, between cantractar~}and their subcontractors}, and between the ubrecipient and its regis- tered arcf~itect~s} or licensed professional engineers}; 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 Faciiitywhich pertains to the construction or operation of the Facility; and all vuritten obligations puruantta this Agreement, including, but not limited to, ail informa- tion an matching funds required under this Agreement, if any, during regular business hours for any purposes of the pity, the United States Department of Hauling and Urban Development ~"HUD"}, or both, to conduct audits and monitoring. coastal Bend center for Independent diving -roof - FYO~-o8.doc Page 3 of 1 ~ 2.~ Equal Participation Docurnentation~ The ubrecipient shall keep and provide ac~ cess to records documenting compliance with Bection ~ 0 of the Housing and ~ot~mu- nity Development Act of ~ g74 [4 United states bode ~"U..D."~ 509], 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- ~cted to discrimination under any program or activity funded in whole or in part with community developmentfunds made available puruantto theAct. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of ~ 7, as amended, or with respect to an otherwise qualified disabled individual, as provided in 2 U.. 7'g4, a amended, also applies to this Agreement. ~. Information and Reports. The ubrecipient shall provide any information, reports, data, and forms pertinent to this Agreement a the Administrator or staff of ADD may, from time to time, request for the proper administration of this Agreement. The Bub recipient shall adhere and comply with the reporting requirements mandated for the Performance Measurement system, administered by the pity, as a condition of receiving funds under this Agreement. ~.4 oI~B circulars A-~ ~ ~, A-1 ~~, and A-133. The Bubrecipient shall comply with the requirements and standards of United states' office of Management and Budget ~"l1~IB"~ circulars A-~ ~ o, A-122, and A-~ 33, as each may be amended. Z. compliance Documentation. The Bubrecipient shall keep and provide access to records documenting compliance with the rules and regulations contained in Title 24, chapter X70, et. seq., of the bode of Federal regulations ~`{FR"}, including, but not limited to, subpart K, sections 7o~O3, Labor Standards; SIO.O~, Employment and contracting opportunities; 57'0.608, Lead~Based Paint; 5~0.~09, Use of Debarred, suspended, or Ineligible contractors or ubrecipients; 570.0, Uniform Administrative Requirements and host Principles; and 67o~1 ~ , conflict of Interest. If there i a con- flict of interest with any employee, agent, consultant, officer, or member of the Board of Directors of the ubrecipient, the person with the conflict and the nature of the conflict must be identified, by narrre and title, and submitted to the Administrator prior to any costs being incurred t, in, or on the Facility with respect to construction of the Improve- ments. ~.~ Equal En~ploymentopportunity. The ubrecipient shall complyuuith all appli- cable Federal Equal Employment opportunity regulations, including, but not limited to, Executive order ~ 1246, as amended, and section ~ of the Housing and Urban Develop ment Act of ~ gB8 a set forth in 24 MFR a7o.6o7, as amended, and shall require cot~pli- ance with the aforementioned lags and regulations in all contracts the ubrecipient enters into with respect to construction of the Improvements. 2.7 Request for BidslProposal. The Bubrecipient shall comply with requirements of FMB circular A-1 ~ o, 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 pity Manager, yr the Administrator upon request. Coastal bend Center for independent Living -roof - FY07-o8.doc Pago 4 of 15 ~,~ Real Property Acquisition, The ubrecipient shall complywith requirements of 49 MFR Part ~4, subpart B, as amended, and all state and local acquisition require- ments with regard to gcquisition of property, if applicable, and shall provide such records to representgtive of HUD, the pity Manager, or the Administrator upon request. 2.9 Disabled and Handicapped Accessibility. The ubrecipient shall comply with the Americans with Disabilities Act of ~ ego, as amended, and with the rules and regu- lationspublished in ~ MFR Part ~, as amended, and all state and local requirements regarding disabled accessibility. ~.~ ~ Religious organizations, The ubrecipient shall comply with requirements re- garding religious organizations, asset forth in 24 CFR 5~0.200~}, as amended. ETi~N ~. UPENsION AND TERMINATION, 3,~ Application of ~4 MFR 85.4. The pity may suspend or terminate this Agreement in accordance with 24 MFR 85.4, as amended, if the ubrecipient materially fails to comply with any term of the DB Program awgrd or this Agreerr~ent. 3,~ Application of 24 DFR ~~.44. This Agreement may be terminated for convenience in accordance with 24 MFR 85.44, as amended, . Remedies for Non~compliance~ ~ursuantto the provisions cited in Section of this Agreement, to Federgl rules and regulations applicable to the ubrecipient, and to HUD guidelines, if any deficiencies are discerned by orthrough monitoring of this Agreement, the Administrator may either temporarily wi#hhold cash payments pending correction of the deficiencies, disallow all or part of the cost of the activity or action not in compliance} wholly or pertly suspend orterminate the current award, withhold further awards, or take any other remedies that may be legally available. ,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 X30}days prior written no~ floe. The party terminating this Agreement must comply with subsections 8.1 and 8.~ of this Agreement and all other provisions of this Agreement providing responsibilities in the event of termination. . Termination. Upon a terrr~ination of this Agreement, the Subrecipient agrees to refund to the pity all CDB Program funds expended on construction of the Facility and Improvements. If the Subrecipient cannot refund all such money within thirty ~~~}days of the termination notice, the pity may take whatever action i necessary to reimburse the pity as set out in ~4 MFR 85.4 and 85.44, as each may be amended. latwith- standingthis provision, the Reversion of CDC Funds provision, set out in Section 4 of this Agreement, also applies to the Subrecipient's DB Program funds on hand, gc~ counts receivable, and real property under the Subrecipient's control. SETioN 4. REIIERION of DB FUNDS 4,~ Facility and improvements Use to Meet National objective and same Business Purpose. The ubrecipient's Facility and all Improvements must be used to Caastal Bend Center for lndepender~t l.ivir~g -roof - FYQ7-~8.do~ Page 5 of ~ ~ meet one of the national objectives set forth in ~4 CFR 5la.~a, ~ amended, during the term of this Agreer~ent and for one year following the date of final carr~pletion of the construction of the Improvements or one yearfollawing the date of the last disburse- ment of CAB funds under this Agreement, whichever is longer. In addition, the ubre~ cipient shall use the Facility and all Improvements farthe same business purpose as that which existed an the date of the ubrecipient's execution of this Agreement far a period of five ~5~ years following the date of final completion of the construction of the Improvements arfollawing the date of the last disbursement of CDB funds underthis Agreement, whichever i longer. 4.~ Facility and Improvements Nat Used to Meet National abjective and dame business Purpose. In the event that the ubrecipient'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.~ of this Agreement, then the ubrecipient shall reimburse the City farthe CDC funds received b the ubreipient as follows: ~A} Failure to meet national abjective: The ubrecipient must reimburse the fatal award of CDC funds received under this Agreement. ~~} Failure to use Facility or any improvements for same business purpose: Prorated reimbursement as a fractional amount, the numerator being the number of n~anth that the ubrecipient's Facility or any lmprovernents failed to be used for the same business purpose as that which existed an the date of the ubrecipient's execution of this Agreement and the denominator being G~, multiplied bythe total amount of D~ funds received by the ubrecipient underthis Agreement. 4.3 No Election of Rerr~e~ies. Resort, by the City, to a remedy under subsection 4.~ of this Agreement, ar another remedy provision set out in this Agreement, does not bar the application and use of any other remedy allowed by law ar that may be enforced by the City pursuant to ~4 CFR ~~0.5~~, as amended. ETIaN 5r PR~RAM INCOME. ~.~ ~ispasition of Program Income. Program income received by the ubrecipient as a result of this Agreement, if any, may be retained by the ubrecipient. 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 Carpus Christi and throughout the community served by the ubrecipient in conformity with ~~ CFA ~1g.20S, s amended. The ubrecipient shall report program income to the City annually, during the term of this Agreement, not later than August ~ for the previous year ending July ~ . ~.2 Accounting for Program Income. The ubrecipient shall comply with FMB Circular A-~ ~ 0, as amended, with reference to program income, if applicable. ETIaN ~. INSURANCE ANA INDEMNITY PRa~1~IaN. G.~ Insurance. The ubrecipient shall have in force, throughout the_term of this Agree- ment, insurance that complies with the standards in Exhibit ~, a copy of which is at~ Coastal Bend Center far lr~dependent diving - roof - FYOI-D8,dac Page 6 of 1 ~ tacked to thisAgreement and is incorporated in this Agreement by reference. A certifi- ate to that effect must be provided to the pity's Risk Manager ~"Risk tanager}'} and the Administrator at least ten ~~ o}days prior to any construction. Failure to maintain any of the types and limits of the irsurance required by Exhibit ~ is cause for the pity to terrr~inate this Agreement and cancel any end all reimbursements of CDB funds to the Subrecipient. .~ Notice t~ pity, The Subrecipient shall require its insurance companies, ~rritten policies, ar~d certificates of insurance to provide that the pity must be given thirty ~~~~ days advance notice by the insurer prior to cancellation, nonreneuual, or material change of the insurance policies required by Exhibit B~ Failure to maintain such insurance gill be cause for the pity tv take control of the Facility and all Ir~provements, cancel any clairr~ that the Subrecipient nay have to the use of the Facility and ln~provements, and cancel any and all reimburserr~ent of ~ funds to the Subrecipient. fi.~ 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 ~~g}days v~rritten notice to the Subrecipient. Insurance types and limits may not be adjusted more frequently than once per year. .~ 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 Cify on account of injury or damage to persons or property (including, without limitation on the foregoing, workers' compensation, death, and premises de- fects1 to the exten# any such damage or r'njury maybe incident fo, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the par-[' of the City, its officers, employees, or agents ("lndemnitees"), acting pursuan# to this Agreement and with or wifhout the express or implied invitation or permission of the Subrecipient, or on the parf of the Subrecipient or any of ifs 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 orany ofifs agents, servants, employees, contractors, patrons, guests, licensees, or r"nvitees 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 Constar Bend Center for Independent diving - roof ~ FYOI-o8.doc Page ~ of ~~ 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, guesi~s, licensees, or invitees, and including, withouf limitation, any damages or costs which may occur as a result of the design of the Improvements to the Facility, the bid- ding process, actual constructs"on of the Improvements to the Fa- cilify, 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 con#ractor, subcontractor, or manufacturer to honor its warranties, or failure of fhe Subrecipien# to maintain the Improvements to the Facility or the Facility itself. (B) These terms of indemnification are effective upon the date of exe- cut~ion of this Agreement and whether such injury or damage may result from the sole negligence, contributory negligence, or con- currentnegligence of Indemnitees, but not if such damage or in- jurymay result from the gross negligence or willful misconduct of lndemnitees. ~C) The Subrecipient covenants and agrees that, in case the Cify 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 al! claims and demands, attend to their settlement or other disposi- t~on, defend the Cify in all actions based thereon with legal coun- sel satisfactory to the Cify 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. ETI~I~ ~, UBREI~IENT' RELlIF~EMENT. 7.~ ~recontrt~ng and Pre~n~ructiar~ anf~rene. The ubrecipient has ~~- tended a precar~tract~ng conference vuith pity repreenttive, The ubreCipient end ell Goastar Bend Center for Independent diving ~ roof - FYO7-08.doc Page 8 of ~ 5 of its identified contractors and subcontractors must attend a preconstructian confer- ence with pity representatives. Failure to do so nay result in the Subrecipient being ineligible to receive the ~~8 funds awarded and allocated to the Subrecipient under th is Ag reer~ent. 7.~ Pledged fan#ribution. The Subrecipient shall provide any additional funds needed far the completion of the Improvements. The Subrecipient shall provide can- celed cheeks another proof as maybe required by the Administrator proof of the contribution. ?. Prepare Plans and pecifica#ions. The Subrecipient shall retain a registered architect on licensed professional engineer in accordance ~vith FMB circular A-~ ~ g, as amended, to prepare the Plans and to inspect ail Impravennents to ensure conformity with final plans and specifications subrrritted to the Administrator. 7.4 Professional Services The Subrecipient shell retain professional services and all necessary contractors for construction of the Improvements in accordance with DII~B circular A-1 ~ a, as amended, and construct Improvements to the Facility in accordance vuith final plans and specifications and the schedule submitted to D~ as set out in sub- sectians 1.1 and 1.3 of this Agreement The Board 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 ~han~e order Procedure. A change order procedure must be instituted to nuke 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 far the Improvements to the Facility The Subrecipient shall submit all change orders to the Administratorfor approval prionto the change order becoming effective. Any rr~oney expended by the Subrecipient pursuant to a change order and prior to subnnittal and approval of such change order is not reimbursable, and the Subrecipient shall bean all such costs associated r~ith unapproved changes. ~. Staff and Administrative Support. The Subrecipient shall provide sufficient staff and administrative support to supervise the construction of the Improvements to the Facility. ~,7 use ~f Funds. The Subrecipient covenants that all DB funds expended under this Agreement will be used solely for the activities described in this Agreement. The Subrecipient shall reimburse the pity far all funds expended fan activities not related to the purpose and activities described in this Agreement ar that violate Federal or State laws. 7.~ 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 OMB circular A-~ , as amended. Such audit must be completed within ninety X90}days after the improvements to the Facility were com- pleted. A copy of the audit must be provided to the pity within thirty ~~}days of com- Coastal Bend Center for Independent Living -roof - FYg7-gS.doc Page 9 of ~ 5 pletion of the audit, If the audit sho~rs discrepancies between amounts charged the ubrecipient and amounts reimbursed to the ubrecipient by the Dity, a resolution of the discrepancies must be made ~rithin sixty {~}days from receipt of the audit by the pity. if the ubrecipient ouues the pity money in resolution of the discrepancies, the money must be paid vuithin ninety {g0} days from receipt of the audit by the pity or the ubrecipient is in default pursuant to this Agreement. 7. completion Date of Donstruct~on. The ubrecipient shall complete construction of the Improvements to the Facility in accordance Frith the approved flans and pecifi- cations by May 31, ~~08. if the ubrecipient is rendered unable to carry out the terms of this subsection, the ubrecipient shall promptly give the pity ~uritten notice of such delay together~rith reasonable particulars concerning it. The Administrator may extend the construction time schedule for such time as may be deemed necessary and justified, provided, hovuever, that the extension of the construction time schedule does not exceed the term of this Agreement. {An extension of the term is addressed in ec- tion g.} ~TI~N ~. DITY' R~C~UIREMENT. 8.~ Domm~ttment of Funding for ~r~prover~ents of Facility. The pity shall provide the ubrecipient up to Fifty Thousand Dollars ~~,ooo} from tyre pity's FY~OO7-o8 DD Program for improvements to the Facility as described in section ~ of this Agreement and in accordance Frith the accepted bid, budget, and construction schedules made a part of this Agreement, subject to the ubrecipient's compliance Frith the provisions of this Agreement, 8.~ Additional Funds. Nothing in this Agreer~ent may be construed as requiring the pity to provide additional construction funds to the ubrecipient at any time in the future. ~TION ~. GENERAL P~o111~oN. 9.~ Term. This Agreement terminates June o, ~ooS. Extensions to the term of this Agreement may be requested by the ubrecipient and approved by the pity Manager. Havtirever, the ubrecipient is bound by all covenants, terms, and conditions of this Agreement including, vuithout limitation, recordkeeping, for a period of six {} years com- mencing on the date of the ubrecipient's execution of this Agreement, unless a specific bound period is shorter or longer as may be stated in this Agreement. .~ objective. The ubrecipient shall operate the Facility and the improvements to further the primary objective of the Housing & community Development Act as outlined in ~4 MFR l0~20o and ~TO.2o~, as each may be amended, and uviil improve the Facil- ity by May ~, X008, and provide programs to heap love and moderate income indivi- dualsand individuals Frith disabilities improve the quality of their lives and reach their maximum potential for independence and at all times in accordancevuith HUD's om- munity Development Bloc~C grant regulations and guidelines and all local, state, and Federal requirements and laves. Coastal Beni tenter far Independent Living -roof - FY~~-08.dac Page 10 of 15 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~urisdiction over the Facility and the Subrecipient. 9,4 i~lainter~ar~ce. The Subrecipient shall furnish all maintenance to the Facility and Improvements ~ necessary to maintain the Facility and Improvements in goad repair. 9.~ Default. In the event tyre Subrecipient ceases to operate the Facility in accordance with the terms of this Agreement orcommit any other default in the terms of this Agreerr~ent, the City is herein specifically authorized to demand reimbursement of the CDB funds paid to the Subrecipient end, in the event the pity i not promptly repaid, to take possession of the Facility and all Improvements without recourse and to dispose of such Facility and Improvements in any mannerthe City deems necesaryto reimburse the City. 9.G No L.ia~ility, In no event is the City liable for any contracts made by or entered into by the Subrecipientwith any other person, partnership, association, firm, corporation, or governmental entity. ~,~ notices, ~A} Ali 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; ~~} by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; ~~ by prepaid telegram; ~~} by deposit with an overnight express delivery service, for which service has been prepaid; or ~} by faxtransmission. ~~~ Notice deposited with the United States Postal Service in the manner described above will be deemed effective two ~~} business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one ~~}business day aftertransmision to the telegraph com- pany orovernight 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 Cit City of Corpus Christi Attn: Administrator, Community Dev. P. ~. Box 927 Corpus Christi, Texas 7'8409-9271 ~3~ ~ } S2G-3o4~ office ~3~ } 544-1 X40 Fax if to the Subrecipient: Coastal Bend Center for Div. Independent Living Attn: Executive Director ~ 53l Seventh Street Corpus Christi, Texas ~84D4 {~~ 883-84fi1 office {381} 8834820 Fax Costal fiend Center for l~deper~dent Living -roof - ~Y~l-~8.doc Poge ~~ of ~~ ~~} dither party gay change the address to v~hich notice is sent by using method set out above. The Subrecipient shall notify the pity of an address change within 10 working days after the address is changed. 9.8 NonasEgnr~ent. 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 pity, .9 lVone~olusive ervicea. Nothing in this Agreement may be construed as prohibi- ting the Subrecipient from entering into contracts uvith additional parties for the perfor- manc of services similar or identical to those enumerated in this Agreement, and no~ thing in thisAgreement may be construed as prohibiting the Subrecipientfrom receiving compensation from such additional contractual parties, provided that all other terms of this Agreement are fulfilled. 9.~D Breach of A~reernent. Notithstandingnny other provisions of this Agreerr~ent, should the Subrecipient breach any section or provision of this Agreement including, vwrithout limitation, the failure to pay taxes, assessments, or other government charges, the breach shall be remedied in accordance with subsection 3. of t#~is Agreement and any other applicable subsections. If repayment is required as remedy, other remedies nay be pursued, as deemed necessary by the pity Manager, if repayment i not made. The pity is entitled to reasonable attorneys fees in any court action arising out of this Agreement. 9.~ ~ ll~odif~cat~ons, Modifications to this Agreement are not effective unless signed by a duly authorized representative of each of the parties to this Agreement. Modifications uvhich do not change the essential scope and purpose ofthi Agreement may be ap- proved vn behalf of the pity by the pity Manager. .1 ~ Validity, If, for any reason any section, paragraph, subdivision, clause, phrase, word, ar 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 Agreerr~ent, for it is the definite intent of the pasties 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 lags of the State of Texas govern and are appli~ cable to any dispute arising under this Agreement, Venue is in corpus Christi, Nueces bounty, Texas, v~rhere this Agreement was entered into and must be performed. 9.~4 Warranty frorr~ contractor. Upon the Subrecipient's receipt of a copy of the ArchitectlEngineer's certificate of substantial completion, the ubrecipient shall only look to the architects, engineers, contractors, subcontractors, manufacturers, and their respective warranties to remedy any defects in design, u~rorkmanship, or materials, and the Subrecipient covenants and agrees that the pity has no responsibilityfor any de- fects of any kind or nature whatsoever, even if it is alleged such defect i due to the Coastal Bead Center for Independent Living -roof - FYO7-o8.doc Page ~~ of 1~ pity's negligence. The pity must be ~ third party beneficiaryto the ubrecipier~t's contracts effecting the improvements, and all warranties and duties under such con- tract must be in favor of the ubrecipient and the pity. g.1 ~ copies of Rules and Regu~ati~n, copies of some of the Federal rules and regulations referenced in this Agreement have been provided to the ubrecipient at the precontractir~g conference as evidenced by the ubrecipient's DB compliance Affidavit, v~rhich is attached to this Agreement a Exhibit and incorporated in this Agreement by reference. Any failure, by the pity, tv supply the ubrecipient with any other Federal rules and regulations which may be applicable to the ubrecipient, its Facility, the Irr~provements, DBE funding, or to recipients of 1=ederal funds does not waive the ubrecipient' required compliance in accordance with Federal law, ~.~fi Disclosure of Interests. Incompliance with section 2-4g of the pity's bode of ordinances, the ubrecipient shall complete the pity's ~~sc~o~ure of lrr~eresfs form, which i 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.~~ ~ciCnowledgn~ent of Funding source. The ubrecipient shall give credit to the pity's D~ Program as the project funding source in oil presentations, written docu- ments, publicityr and dverkisements regarding the Improvements. The ubrecipient agrees to acknowledge the sponsorship of the pity of corpus Christi at any event promoting the project or any other project sponsor, 9~~ Dertif cation Regarding Lobbing. incompliance with federal law, the ubrecip- ientshall execute Exhibit E, the contents of which, as a completed forrr~, are incorpo- rated in this document by reference as if fully set out in this Agreement. (EXECUTION PAGES FOLLOW) coastal Bend center far ~nde~endent Liuin~ -roof - FY~T-~8.do~ Page ~ 3 of 15 E~cecuted ire duplicate originals this dad of , ~~0 . ATTEST: Arman o Chapa City Secretary CITY OF CORPUS CHRISTI G rge K. Noe City Manager Approved ~ to form ~ , ~~ ~ ~~H~~~~ ,.~ Eliaa h R. Hundle Ais nt ~it~ Attarn far the its Attarney ~ }} ~.,. ~. 1 ; 1~ ~'r~i~ ; A~KNaVVLEpMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrurr~ent vus acknawiedged before me on , ~~0~} by Bare ~C. Nae, pity lUlneger of the its of corpus hr ti, a `feels me-rule municipal oorparotion, an behalf of the carportion. ~yl l1l1/t `*~ MY C0~lMI891~N ~~~kAk`S *• sea +,+ , ,~k~ ~ Y1 f~M~ ~ ~ ~ ~1111111M~J~~~//~~' z~r~l}~~~ - -- ..._. _ a Publicr state of Texas Co~st~l Beni Center for Independent Cluing -roof - FYO~-OS,doc Page 14 of ~ ~ UB~EIPIENT: Coastal Bend enterfor independent Living, one. ecutiv Direct ~)U1, ~ ~1~1~ Printed name r 2~ b ~ Date ACM~NOINLEDC~IEI~T STATE OF TEXAS § KNO1~U ALL EY ThIEE PREENT: oUhfTY of NUE~E This instrument uwrals acknov~fedged before me on ~ , ~~0~, by ,Executive Director of Coastal fiend Centerfor I depen nt Living, Inc., a Texas nonprofit corporation on behalf of the corporation. ., _~~~~~~ ~~'~,~~+ I~a~~~ ~~,~~;~, state of Yexas No public, tat of Texas My Camrniss~on expires ~t ~aastal Bend Center for Independent Living - raof - FYOl-08.dac Page 15 of 1 ~ EXHIBIT A PRELIMINARY BUDGET & CONSTRUCTION SCHEDULE FY and Fundir~g~ F1~~0071~8_Fundin project Name; ~m rovements to Pro e Crganization~ Coastal Bend Center for inde enden~ Livia CBCIL Total Project Cost: 1~ DOD PRELIMINARY BUDGET Pro~et ~ir~~n~~al Re~~r~~: Funds available to complete your project} AMOUNT • ether Funding .~.."."."."...... ~. "......,.. ""."",.. ""...a.. Fund FY ~OD7 ~~BV ~r~~n~~........r.~"a..•""r.. ""rr... .... ""^.. r...... ~~}A.roo • Capital ontr~~ution from agency".."....","...........""...r..."."... D~ • TOTAL FUNDS Al1AiLABLE FDA PROJECT".""..",..".r••+..."""""".•• ~~ ~~~ Et~~t~d Expe~e: List estimated expenses ~o_ complete your project such as,: ~r 5r4 n d ~ V M u 1 I tl~ n " .. r . " .. " . a .. ~ .. i ~ " • .. " . , " . " " r " * ... , . ~ .. ~ , . , . , . " .. r . " r • Advert~s~ng, Pr~nt~ng, EtC, "..".....~..."....""",..,.Fr"" .."..~....". ~~ofeSlOrla~ Fees ...".,".."...rr"....... ...~. ~.~.,~"....,......a Construction CDSt".....~...**............~..."."".....r.r...."~..."^..r nt I nM~ 1 71JI~ .. " .. a a . " " ..... , " ... " r " " . " ..... ~ ........ " ... . .. . . ...... ~ ... . Yt1,~r. LLL~p~VFf~~.,.".r.,.........~.."."a"...."""","r. r.~a..~~.."... """".... ~ TOTAL PROJECT CT....".."."..,"."....,.,.....~.." .................~~" Funds needed far the Pro"ect AM~IJ NT ti~rn ~~ ~}~~~ ~ioo~ {V~T~: The "total funds ~va~~ab~e for the ro'eot~' shill he a ul to the "tat~l ro'ect cost," PRELIMINARY CONSTRUCTION SCHEDULE -UPDATED ~Proiected dates ~~~ comp~~tion ~f key project p~~ses} PROJECTED DATE • Land Acquisition.~..~..,""..".........~............"~..."..."".,"r"."............ ~~~ • Plattingl foil Testing ~~ther} ....""....,".......,...~."..."........,",...,... N!A • Procurement of ArchitectlEngineer ~AIE}services.""...."".."~r....... N!A ~ Design and Bid Documents ~omp~eted."""","...,...".""..."".,",..,.""."" November, ~oD7'- • Avuard Bid and Construction Contract """.....,"..." .............."...".... November, ~oD~ • Commencement of Construction".,.,""..r.,,..~......"."...".,....".....~". December '~oo~ Vntl L17/~~~n ~t ~ ~~~~L m~fl~~~Af~ . ~ ", ~ ^. ~ ...... "..""."" "" r r... i. "~ ..." .. ~" .~,~-+~., ~~} 1~~~~ Enter month and gear EXHIBIT B INU~ANCE REQUIREMENT f. ubreci~ient's Liability insurance A. ubrecipient must not commence worst under this agreement all insurance required herein has been obtained ar~d such insurance has been approved by the pity. ubrecipient must not allow any subcontractor to commence work until aft similar insurance required of the subcontractor has been obtained. B. ubrecipient must furnisfi~ to the pity's Disk Manager and to the Department or Division responsible for this agreement, copies of certificates of Insurance, showing the following r~inin~um coverage by insurance company~s} acceptable to the pity's Risit fVlaneger, The City must be Warned as an additional insured for all liability policies, and a blanket waiver of subrogation is rewired on of l applicable policies. TYPE of INSURANCE 1~11NlI~UIVI lNURAN~E Co1~El~A~E 30-Day written notice of cancellation, material Bodily Injury and Property Damage change, non-renewal or terrrtlnation is required on all certificate ~MMERIAL GENERAL LIABILITY including: $14~~Q,ggO Dombined_in !g a Limit ~ , Corr~mercial Farm ~. Premises - operations 3. Productsl completed operations Hazard 4. contractual Liability 5. Independent contractors 5. Broad Form Property Dar~age 7. Personalln~ury FIRE and E~CTENDED D~VERACE At a r~ir~imurn, amount sufficient to cover the replacement cost of facilities andl or building tty to be named as loss payee using standard lass payee clause. BUILDERS RISK INBI~RANCE Full value of any improvements constructed with ~ . All Risks of Physical Lass; including collapse DB Funds provided under this agreement, so long and transit coverage as work remains to be completed on such improvements . in the event of accidents of any kind, ubrecipient must furnish the Risk fUianager with copies of afI reporks of such accidents within 1~ days of the accident. Damrnunity Development Black grant Program Bubrecipient Agreements ins. req. 8-10-0? ep Risk I~gmtF II. ADDITIONAL RECUIRE~CENT A. erkificate of Insurance. * The pity of or~u Christi must be named an d~itionai insured on the liability coverage, and a blanket vuaiver of subrogation on all applicable policies. * The Dity 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 A~~~D form, the cancellation ciaus bottom right} must be amended by adding the wording "changed or" between "be" and "canceled", end deleting the words, "endeavor to", and deleting the wording after "left". In the alternative, a policy endorsement providing the required cancellation language gill be accepted. In lieu of modification of the ACRD form, separate policy endorsements addressing the sane substantive requirements are mandatory, ~` The name of the project must be listed under"Description of operations" * At a minimum, a 3o~da vuritten notice of cancellation, non~renewal, material change ortermination is required. B. if the Derkificate of Insurance on its face does not show on Its face the existence of the coverage required by items ~ .E ~1 }-~~}, an authorized representative of the insurance company must include a letter specifically stating whether iterr~s ~ , ~. {1 }- ~} are included or excluded. END Camr~unity ~evefopment Block grant Program ubrecipient Agreements ins. req. 5-10-~~ ep Risk Mgmt. EXHIBIT C CDBG COMPLIANCE AFFIDAVIT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: CQUNTY OF NUECES § Date: ~~ ~~ 2-~3"D~ Affiant: ~f~~'[71-Q'~ ~1~ ~Ul~~ ~ 7 (~- , Community Development Block Grant S brecipient Affiant, on oath, swears the following statements are true: I, c5 U ~ ~ ~ , am the 771~~ J~"L~ ~ (title} of ~ ~ , a Texas nonprofit corparation, v~hich has applied far and been a~rarded ammunit~ Development Block grant ~"DB"} Program funds administered hythe pity of corpus Christi ~"pity„}. Friar to the start of the project for ~uhich DB funds have been au~arded, as the representa- tive of the above~named subrecipient organisation ~"ubrecipient"}, I met Frith pity staff end received copies of the folfovuing Federal rules and regulations: FMB ircularA-11D 24 CFR 85.43 and 85.44 FMB ~ircular~-122 24 MFR 51D~2g0, 50a, and Oa et. seq. ~iB circular A-133 49 MFR Part 24, 24. ~ 0~-24,1 a4 24 FR Part 84 By execution of this affidavit, I attest that 1 have received the above-listed Federal rules and regulations, it}~ staff` has explained the rules and regulations, and I understand the ubrecipient's obligations of performance underthe rules and regulations. Further- more, I ackno~vledge that there mar be additional Federal rules and regulations, beyond the rules and regulations listed above, to v~rhich the ubrecipient may be subject end utirith Which the ubrecipient must cvrnply. By; r, SWORN T~ AND ~JBDR~BED before me the ~ da of ~aD7'. seal} No ry Public, State of e~ca M 41 '` ~ ,, : N~t$fy PkI~f~C, ~~ 8 ~ .,~ ~ ~ My Commiss ~~ls + /f .r~~1 ~ ~r#M~~-- QQ • ~Q~~~ ~7~ ~~~ ~ ~ EXHIBIT D .....~.~ ~' ~ CITY OF CORPUS CHRISTI C DISCLOSURE OF IlVTEREST pity o~~a ~ ~ ' ~ 7 ~ ~~, a~ aa~end~d, req~ persons or ~irtns . ' ~ do hus~ness nth the i de ~ fal~n ~nfar~a~au. every question must be . If rho que~o~r ~ sex a~p~~tcb~e, ans~v+er A", See my si a for de~~ions. ~~ ~ • ~ ~ ~* ~ ~ t ~ ~~ ~. S~aCStQn ~ S. r ~ ~f~ddanal span ~s n ~ please use ~e ~~ aide opts ~ ~r ~ ~ ~ ~. #ha names o "anpl~ a~~e ~` ~forpu ~ristY Imvm~ aa" ~' ' g °~o ar. mara of the o~nerp in ~e eve ~m "atm." Name ~ ~ Job Tine and Gity Depar~cnt (if known} ~. ~#atn the names of ~ "ocia~" ofthe pity of corpus ~hrissti havi~ "a ~' costing 3°I~ ar n~o~e oi~the oes~shlp i~ tha above natured fit." . ~ T~Ie 3 ~ the names o~ each "boa~r~d n~embe~'' of c Ci o~ onus hrs'sti ~aviag a~ " , , ~t~' catituting ~~J~ or wore of the a~rne~ship in the shave named ten, Naga ~ hoard, onission, or or~tt~c ~. ta~tte the natures a~' each e~p~oye~ ar oic~r oaf a ~`cansuitant" for the ~i~ of as ~'r who worked on an~r ~cr reed tha subject o~ this contract d has an "awner5h~p iut~" ~ ~°~o or more of the ~~r-nership nt a wave Warned "~." 4~oultaut C~tTA~ I ~y that aid inf~t~ation pra~rided is true and cornet as oftho date of this ~eA~ ~ ~ have not knowing~~ wir~held disclosure of an information ruested; and that suppie~nentai statements will ~~ promptly submid to the pity of ~arpns Ch~stif ~ as clan ur. ~ ~rt~e: ~fy~ngPersan. i vf~ ~ers~n: Date: ~ ~ Ong Clty of Exhibit E ~~ Corpus Chnsti .:...~ E~TIFI~ATI~N REARDIN L~BBYINC ~ERTIFIATI~N FAR C~NTRAT, RANT, LOAN, ANA OOPERATIIfE AGREEMENT The undersigned certifies, to the best of his or her knowledge and belief, that: ~~} No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person far influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, ar an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, lawn, or cooperative agreer~ent. ~2} If any funds other than federal appropriated funds have been paid or will be paid to any person far influencing or attempting to influence an officer or employee of any agency, a member of cangress, an officer or employee of congress, or an employee of a member of cangress in connection with this federal contract, grant, lawn, or cooperative agreer~ent, the undersigned shall complete and submit with this a standard Farm~1 ~, "Disclosure Farm to Report Lobbying," in accordance with its instructions. ~3~ The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements and that all subrecipier~ts shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. submission of this certification is a prerequisite for making or entering into this transaction imposed by section 135, Title ~, U.. fade. Any person who fails to file the required certification shall be subject to a civil penalty of not less than 'I a,a0a and not mare than 1 D4,04g for each such failure. ~_ Sig ~ ture ~~ c:~~~ r ~-~ Print Name of Authorized Individual ~~~ Date Co~~ ~ C~~~/~ r ~.~l~ ~ Organization Name