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HomeMy WebLinkAboutC2008-553 - 9/9/2008 - ApprovedCDB SUBRECIPIENT AGREEMENT BETWEEN THE CITY ~F CARPUS CHRISTI AND WESLEY C~MII~UNITY RENTER THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This agreement ~"Agreement"} is made and entered into between the City of Corpus Christi, ~ Texas home-rule municipal corporation ~"City"}, acting through its City Manager orthe City Manager's designee ~"City Iar~ager"}, and Illlesley Community Center, Robstown, Texas ~"Subrecipient"}, a nonprofit corporation organised under the laws of the State of Texas. VI~HEREAS, the City has allocated Fifty Thousand Dollars ~a,aa0}from the FY~0~8- D9 Community Development Black grant ~"CDB"} Program far construction of improvements to facilities located at ~a~ Mac Arthur Street a Horne Road, Corpus Christi, ~lueces County, Texas, such facilities being owned by the ubreipient ~"Facilities"~; V1~HEREAS, the City desires that safe and sanitary public facilities be provided for IoW and moderate income individuals and individuals with disabilities; V~IHEREAS, the Subrecipient 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 ~4 CFR 7a.~~8, as amended; and VI~HEREAS, the City wishes to encourage the services provided by the Subrecipient, there being a genuine need for these services and for appropriate facilities to provide such services in the City of Corpus Christi. N~VIE, THEREFORE, the City and the ubrecipient agree as follows: SECTION ~. SCOPE, BUDGET, SCHED~JLE, AND PAYMENT REC~UIREI~ENTS. ~.~ Scope of V1~ork. The Subrecipient shall complete the work outlined in the funding proposal that was submitted and approved by the City's City Council far FY~a08-ag, such proposal being incorporated into this Agreement by reference as if fully set out in this Agreement. The ubrecipient, through its contractors and subcontractors, shall make improvements to the Facilities, to wit. replace roof, by November ~0, ~a0g ~{`Improvement"}. The Impravernents gill be located on real property owned by the ubrecipient and located at 4'15 Mac Arthur Street ~ Horne Road, Corpus Christi, Nueces County, Texas. Far the purposes of this Agreement, the term "Facilities" ^^~~~^~~.~^~,~ i~^~~~~'^^ ~~~ aforementioned real properties and any improvements existing ~~~~-~ ~ ution oft ' r m nt and includes Mf the ubrecipients exec his Ag ee e , BOOS-~~~ in context the lm ravements to be constructed with the fundin ~ ~ p g ~9109~ 8 Wesley Community Center provided under this Agreement. All Improvements rust be constructed in accordance with the plans and specifications ~"Plans"} prepared by the ubrecipient's registered architect or licensed professional engineer retained pursuantto subsection ~.F Na construction may core-mence until the Plans ere approved by the Adr~inistratar orthe Administrator's designee ~"Administrator"} of the pity's ~ornn~unity Development Division ~"~~"} and by the pity's Development Services Department ~"Development servioes"}. ~.~ u~recipient Latching Funds Requirement. The ubrecipient shall provide Zero Dollars ~g,00g} in r~atching funds for the construction of the Ir~prover~ent to the Facilities. If the ubrecipient is required underthis Agreer~entta meet a matching funds requirement and fails to meet any portion of the requirement, the ubrecipient's allocation gill not be disbursed, but is automatically forfeited and reverts to the pity for inclusion in future DDB Programs. ~.3 Budget end construction schedule. The ubrecipient has provided an eti- mated project budget and project construction schedule ~"Project Budget and on- truetion cl~edule"} based upon the proposed Improvements listed above and as are described within this Agreement, which Project Budget and Donstruction schedule is at- tached to this Agreement as ~~hibit A and is incorporated into this Agreement by ref erence. Ten days prior to the award of any construction contract or subcontractor con- struction contract pursuant to this Agreement, the ubrecipient shall pravide a finalized budget, which must include a schedule afthe detailed costs of construction, and a schedule of construction completion dates, vuhich rust include a detailed completion schedule forthe various aspects of construction for Improvements to the Facilities, which docur~ent~s} will then be substituted for the then existing Exhibit A and become Exhibit A of this Agreementfor all purposes underthis Agreement. 1.4 contents of Finalized budget and ~ontructio~ schedule~s~. The finalized budget rr~ust include line-item costs for each item referenced in subsection 1.1 of this AgreementF The finalized budget must pravide 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 far each of the 1nr-pravement set out in subsection 1.'I of this Agreement, including, but not limited to, dates far 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, end expected fins! completion date of the Irr~provement. ~.~ Requests for Payment. ~A} All requests far 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 worl~ completed, including, v~rithout limitation, fully itemized American Institute of Architects ~`iAIA"}farms. IlVesley Community Ctr FY0809 Agmt.do~ Page ~ of 15 ~} No progress payments will be made without certification by the registered architect ar licensed prafessiana! engineerthat the phase to which the payr~ent applies has been substantially completed nor wil! any progress payment be made without an inspection by staff of CDD end Development services and approval by the Adr~inistratar and Development services staff affirming that the work has been completed. ~D} The Administrator nay require that the ubrecipient pravide a dawn date waiver and a subordination of mechanic's lien claims priarto 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 Agreer~ent. All requests far payments, excluding acquisition of propertyr will be prorated to reflect the ubrecipient's share of costs a per the approved finalized budget. ~ .B Approval of Finalized Budget and Construction chedule~~. Construction of Improvements to the Facilities nay not commence prior to the Administrator's approval of the finalized budget and construction schedule required under subsection ~ .4 of this Agreer~ent~ The City will not reimburse any construction casts incurred by the ubre- cipient prior to the approval of the finalized budget and construction schedules}, except for professional services ~ may be allowed in the Administrator's discretion ~ .~ Periodic Perfor~2~nces Reports. The ubrecipient shall submit periodic perfor- mance reports to the Administratorthat recite progress forthe period and advising of any prablern encountered. A perforr~ance report must be provided with each request far payment. ECT1~N ~. REC~RDkCEEPIN~, UNIFORM ADI~~NITRATi11E RE(~UIRE~IENT AND ETHER PR~CRAI~ REQUIREMENT. ~.+'l Construction and Operations Records. The ubrecipient shall pravide access to ell original records, reports, end audits including, without lir~itatian, all agreements and appraisals for the Facilities; invoices; payment and payroll records; beak records; plans end specifications for the Fecilitias; Plans uvritten and drawn pursuant to this Aree- ment; change orders; contracts between the ubrecipient and its contractors}, between contractar~s~ and their subcontractors}, and between the ubrecipient and its regis- tred architects} or licensed professional engineers}; carnrnunicationsond carrespon- dencewith regard to any contracts and subcvntrcts pertaining to this Agreement; affi- davits executed pursuant to this Agreement; documentation of clientele being benefited by the Facilities ~i.e., number of persons being served, etc. and the activity being carried out in the Facilities which pertains to the canstructian ar operation of the Facilities; and all written obligations pursuantto this Agreement, including, but not limited to, all information on r~atching funds required under this Agreement, if any, during regular business hours for any purposes of the City, the United states Department of Hauling and Urban Development ~"I~I~D"}, ar bath, to conduct audits and monitoring 2.2 Equal Participation Documentation. The ubrecipient shall keep and provide ac- cess to records documenting compliance with section 1 D9 of the Housing and ~ Commu- 1NesleyCommunity C#r FY08o9 A~mt.doc Page ~ of 1 ~ pity Development Act of ~ 9l4 ~4~ United Btates Code ~"U..C."} 09~, 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- jected 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 ~7, ~ areended, or with respect to an otherwise qualified disabled individual, as provided in 29 U.B.C. X794, as amended, also applies to this Agreement. ~.~ Information ar~d Reports. The Bubrecipient 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. The Bub- recipientshall adhere and comply with the reporting requirements mandated for the Performance Measurement Bystem, administered by the City, as a condition of receiving funds under this Agreement. ~.4 ~IIII~ Circulars A-~ ~ ~, ~4-~ ~~, and A-~ 3. The Bubrecipient shall comply with the requirements and standards of United Btates' Office of Management and Budget ~"ollll~"} Circulars A-~ 1 ~, A-~ ~~, and A-~ ~, as each may be amended. ~.5 Compliance Documentation. The Bubrecipient sha11 keep ar~d provide access to records documenting compliance v`rith the rules and regulations contained in Title ~4, Chapter 570, et. seq., of the Code of Federal Regulations ~"CFR"~, including, but not limited to, Bubpark K, Bections X70.0, ~.abor Btandards; ~~0.07, Employment and Contracting Opportunities; ~~'O.oS, Lead-Based Paint; ~70.~0~, Use of Debarred, Buspended, or Ineligible Contractors or Bubrecipients; X70.10, Uniform Administrative Requirements and Cost Principles; and X70,11, 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 Bubrecipient, 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 Facilities with respect to construction of the Improve-menu. ~.B Equal ~rnployrr~ent opportunity. The Bubrecipient shall comply with ail appli- cable Federal Equal Employr~ent Opportunity regulations, including, but not Iimited to, Executive order ~ 1~4, as amended, and Bection 3 of the Housing and Urban Develop- n~entAct of 19~~ as set forth in ~4 CFR 70.GO1, as amended, and shall require compli- ance with the aforementioned laws and regulations in all contracts the Bubrecipient enters into with respect to construction of the Improvements. ~,? Request for B~d~Propoals. The Bubrecipient shall comply with requirements of OMB CircularA~110, as amended, and all Btate and local procurement requirements with regard to solicitation of bids and proposals for construction of the Improvements to the Facilities, if applicable, and shall provide such records to representatives of HUD, the City Manager, or the Administrator upon request. ~.8 Real Property Acquisition. The Bubrecipient shall comply with requirements of 40 CFR Part ~~, Bubpart B, as amended, and all Btate and local acquisition require- Vllesley C~mm~nity Ctr FY0809 Agmt.doc Page 4 of 15 meats with regard to acquisition of property, if applicable, and shall provide such records to representatives of HUD, the Dity Manager, or the Adrr~inistrator upon request. 2.9 Disabled and Handicapped J~ccessi~ility. The ubrecipient shall comply with the Americans with Disabilities Act of 1990, as amended, and with the rules and regu- lations published in ~8 DFR Part 3~, as amended, and all state and local requirements regarding disabled accessibility. ~.~0 Religious organizations. The ubrecipient shall comply with requirements re- garding religious organizations, asset forth in ~4 CFR ?o.~oo~j}, as amended. ETI~N 3. UPENI~N AND TERMINATION. 3.~ Applica#ion of ~4 MFR 5.4. The Dity may suspend or terminate this Agreement in accordance with 24 DFR 8.43, as amended, if the ubrecipient materiallyfails to complywith any terra of the DDB Program award or this Agreement. ~.~ A~p~ication of ~4 DFR 8.44. This Agreement may be terminated for convenience in accordance with 24 DFR 8,44, as amended. 3.3 Remedies for Non-compliance. Pursuant to the pro~risions cited in section ~ of this Agreement, to Federal rules and regulations applicable to the ubrecipient, and to MUD guidelines, if any deficiencies are discerned by orthrough monitoring of this Agreement, the Administrator nay either temporarily withhold cash payments pending correction of the deficiencies, disallow ail 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, ortake 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 thirky X30}days prior written no- tice~ The party terminating this Agreement must comply vuith subsections , ~ and ~.~ of this Agreement and all other provisions of this Agreement providing responsibilities in the event of termination, ~. Termination. Upon a termination of this Agreement, the ubrecipient agrees to refund to the Dity all D~ Program funds expended on construction of the Facilities and Irnproven~ent. If the ubrecipient cannot refund all such moc~eywithin thirky ~0} days of the termination notice, the pity may take whatever action is necessary to reimburse the pity as set out in ~4 MFR 8~.4~ and 8.44, as each may be amended Notwith-standing this provision, the reversion of DDB Funds provision, set out its section 4 of this Agreement, also applies to the ubrecipient's DB Program funds vn hand, ac-counts receivable, and real property under the ubrecipient's control. sETI~N 4. REIIERI~N ~F DB FUNDS. 4.~ Facilities and Improvements Use to Meet National objective and same D~siness Purpose. The ubrecipient's Facilities and all Improvements must be used to meet one of the national objectives set forth in ~4 DFR X70,208, as amended, during the term of this Agreement end for one yearfollowing the date of final completion of the Vllesiey Cammur~ity Cfr FY~8~9 Agmt.d~c Page of 1 ~ construction of the Improvements ar one yearfallavuing the date of the last dibure- ment of CDB funds under this Agreement, vuhichever is longer. In addition, the ubre~ cipient shall use the Facilities and all Ir~provements forthe same business purpose as that Which existed an the date of the ubrecipient's execution of this Agreement fort ~ period of five {~} years follo~ring the date of final completion of the construction of the Improvements orfollav~ring the date of the last disbursement of DB funds under this Agreement, vuhichever is longer. 4.Z Facilities ~ In~proveme~ts Not Used ~~ Meet Nationel ab~ective and same Business Purpose. In the event that the ubrecipient's Facilities 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 ubrecipient shall reimburse the City forthe DB funds received by the ubrecipient s fallos: ~A} Failure to meet national objective: The ubrecipient must reimburse the total av~ard of CAB funds received under this Agreement. ~B} Failure to use Facilities or any Improvements for same business purpose: Prorated reimbursement as a fractional amount, the numerator being the number of months that the ubrecipient's Facilities or any Improvements 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 fig, multiplied by the fatal amount of ~~ funds received by the ubrecipient under this Agreement. 4~~ No Election of Remedies. Resork, by the City, to a remedy under subsection ~.~ of this Agreement, or another remedy provision set nut in this Agreement, does not bar the application and use of any other remedy alloyed by lava or that may be enforced by the City pursuant to ~4 CFR a~g,~~~, as amended. SECTION ~. PRaRAM INaME. 5.~ ~ispoltion of Prorar~r Income. Program income received by the ubrecipient as ~ 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 log and moderate income individuals and individuals v~ith disabilities Within the City of Corpus Christi and throughout the community served by the ubrecipient in canformityith ~4 CFR ?a.~DB, as amended. The ubrecipient sha11 repork program income to the City annually, during the term of this Agreement, not inter than August ~~ forthe previous yearendin July. 5.~ Aceountin~ #or Progr2~m Income. The ubrecipient shall comply vrrith OMB Circular A-1 ~ 0, as amended, vuith reference to program income, if applicable. SECTION ~. INSURANCE ANA INDEMNITY PR~IIIIONs. .~ Insurance. The Subrecipient shall have in force, throughout the term of this Agree- ment, insurance that complies Frith the standards in E~chibit B, a copy of vwrhich i 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 f~anager ~"Risk Manager"} and INesl~y ~~mmunity qtr FY08~9 Agmt.doc Pa~~ 6 of 15 the Adrr~ir~istrator at least ten ~~ 0}days prior to any construction. Failure to maintain any of the types and limits of the insurance required by E~chibit ~ is cause forthe City to terminate this Agreement and cancel any and all reimbursements of CAB funds to the ubrecipient~ ~.2 N~tioe to City, The ubrecipient shall require its insurance companies, v~rritten policies, end certificates of insurance to provide that the City must be given thirty {off days advance notice by the insurer prior to cancellation, nonrner~ral, or material change ofthe insurance policies required by E~chibit ~F Failureto maintain such inurance~ill be cause for the City to take control of the Facilities and all Improvements, cancel any claim that the ubrecipient may have to the use of the Facilities and lrnprovements} and cancel any and all reimbursements of CAB funds to the ubrecipient. ~.3 Right to Re-evlu~tion and Adjustment of l.ir~lt. The disk Manager retains the right to r-evaluate the insurance requirements during the term of this Agreement and adjust the types and limits of such insurance upon thirty {3g} days vuritten notice to the ubrecipient. insurance types and limits may not be adjusted more frequentlythan onto per year. ~.4 Indemnification. (A) The Subrecipient covenants and agrees fhat it wi!! 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, wi#hout limitation on the foregoing, workers' compensation, death, and premises de- fects) fo the ex#ent any such damage or injury maybe incident to, arise out of, or be caused, either proximately or remotely, wholly or in par[', by an act or omission, negligence, or misconduct on the part of the City, ifs oi"ficers, employees, or agents ("Indemnitees"), acting pursuant to this Agreement and with or without the express or implied invitation or permissr"on of the Subrecipien#, or on the par[' of the Subrecipient or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the Facilr"ties 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 ifs 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 Facilities or out of the use or occupancy of the improvements to the Facilities or the Facilities itself by the Indemnitees, the Subrecipient, or any of its agents, servants, Vllesley ~mmuni#y C#r FY48o~ Agmf.doc Pale 7 of 15 employees, contractors, patrons, guests, licensees, or invitees, and including, without limitation, any damages or costs which may occur as a result of the design of the Improvements to the Facilities, the bidding process, actual construction of the Improve- ments to the Facility, administration of the construction contracts by the City or its designee, failure of fhe Improvements to the Facilities prior to the completion and acceptance of the Improve- ments by the City and the Subrecipient jointly, failure of the Improvements to the Facilities to work as designed, failure of any contractor, subcontrac#or, or manufacturer to honor ifs warranties, or failure of the Subrecipient to maintain the Improvements to the Facilities or the Facilities itself. (B~ These terms of indemnification are effective upon fhe da#e of exe- cution of this Agreement and whether such injury or damage may result from the contributory negligence or concurrent negligence of Indemnitees, buf not if such damage or injury may result from the sole negligence or willful misconduct of lndemnitees. (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 lmprovemenfs to the Facilities contempla#ed under thr"s Agreement, the Subrecipienf sha11, upon receipt of reasonable notice and at its own expense, investigate al! claims and demands, attend fo their settlement or other disposi- tion, defend the City in all actions based thereon with legal coun- se! satisfactory to the City Attorney, and pay all charges of at torneys and al! other costs and expenses of any kind whai'soever arising from any said claims, demands, actions, damages, losses, costs, liabilities, expenses, or judgments. (D) The provisions of fhis section survive the termination or expiration of this Agreement ETI~N ~. UB~EIPIENT' REC~UII~EI~ENT. ~.1 Pre~ontra~ting and Preontrut~on vnferen~e. The Subrecipient hay at~ tended a precentracting conference v~ith pity representatives. The Subrecipient and all of its identified contractors and subcontractors must attend precontruction cQnfer- ence pith pity representatives. Failure to do so may result in the Subrecipient being ineligible to receive the ~B funds a~arded and allocated to the Subrecipient under this Agreement. Wesley ~~mmunity qtr FY084~ Agmt.do~ Page 8 ~f ~ ~ ~.~ Pledged ontri~ution. The ubrecipient shall provide any additional funds needed for the completion of the improvements. The ubrecipient shall provide can- celed chec~CS or other proof as may be required by the Administrator as proof of the contribution. ~,3 Prepare Plans and ~ecifications. The ubrecipient shall retain a registered architect or licensed professional engineer in accordance with FMB Circular A-1 ~ ~, s amended, tv 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 ubrecipient shall retain professional services and all necessary contractors for construction of the improvements in accordance with ~11~6 Circular A-11 ~, as amended, and construct Improvements to the Facilities in accor- dance vuith final plans and specifications and the schedule submitted to CDD as set out in subsections ~ .~ and 1, of this Agreement. The Board of Directors of the ubreci- pientshall ensure that professional services, relating to the construction of the Improve- ments, are retained and that the construction of the improvements is supervised. ?. change order Procedure. A change order procedure must be instituted to make changes in the Plans ar specifications or to decrease or increase the quantity of work to be performed or materials, equipment, or supplies tv be furnished forthe Improvements to the Facilities. The ubrecipient shall submit all change orders to the Administrator for approval prior to the change order becoming effective. Any r~oney expended by the ubrecipient pursuant to a change order and prior to submittal and approval of such change order is not reimbursable, and the ubrecipient shall bear all such posts asso- ciated with unapproved changes. 7. staff and Administrative support. The ubrecipient shall provide sufficient staff and administrative supportto supervise the construction of the Improvements to the Facilities. 7.7 Use of Funds The ubrecipient covenants that all CDB funds expended under this Agreement will be used solely far the activities described in this Agreement. The ubrecipient shall reimburse the City for all funds expended fvr activities not related to the purpose and activities described in this Agreement or that violate Federal or state laws. 7.S Aocount~ng and Audit. The ubrecipient shall record financial transactions ac- cording to approved accounting procedures and provide an independent audit of the expenditures in accordance with ~IVIB Circular A-~~, as amended. such audit must be completed within ninety X90}days after the Improvements to the Facilities were com- pleted. A copy of the audit must be provided to the City within thirty ~0}days of com- pletion of the audit. if the audit shows discrepancies between amounts charged the ubrecipient and amounts reimbursed to the ubrecipientbytheCity, areolution of the discrepancies must be made within sixty AGO}days from receipt of the audit by the City. If the ubrecipient oFwes the City money in resolution of the discrepancies, the money must be paid ~nrithin ninety ~D} days from receipt of the audit bythe City orthe ubrecipient is in default pursuantto this Agreement. Vllesley community qtr FY~~9 A~mt.da~ Page 9 of 1~ ~.~ ~on~pletion Date of construction. The Subrecipient shall complete construction of the Improverrrents to the Facilities in accordance with the approved Plans and Specifications by November ~0, OOg. If the Subrecipient i rendered unable to carry out the terms of this subsection, the Subrecipient shalt promptly give the pity 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 dues not exceed the term ofthis Agreement. ~An extension of the term i addressed in Section g.~ SETI~~ ITY's REQUIREI~E~ITS. 8.~ D~mrnittment of Funding for Improvements of Facilities. The pity shall provide the Subrecipient up to Fifty Thousand Dollars ~S~,DgO}from the pity's FY20~$-D DB Program for Improverr~ents to the Facilities as described in Section ~ of this Agreement ar~d in accordance with the accepted bid, budget, and construction schedules made a pert ofthis Agreement, subject to the Subrecipient' compliance with the provisions of this Agreement. 8.~ Additional Funds. Nothing in this Agreement may be construed as requiring the pity to provide additional construction funds to the Subrecipient at any time in the future. sETI~N 9. GENERAL PR~IIISI~NS. ,~ Tenn. This Agreement terminates December 3~ , 2ggg. Extensions to the term of this Agreement may be requested by the Subrecipient and approved by the pity Manager. However, the Subrecipient i bound by alt revenants, terms, and conditions ofthis Agreement including, witheut limitation, recordkeeping, for a period of six ~~} years commencing on the date of the Subrecipientrs execution of this Agreement, unless a. specif is bound period is shocker or longer as maybe stated in this Agreement 9.2 ~~~ective. The Subreripient shall operate the Facilities and the lmproverr~ents to further the primary objective of the Housing community DevelopmentAct as outlined in ~4 MFR ~Q.2gg and ~7g.~0~, as each may be amended, and will improve the Facil- ity by May ~, ~00~, and provide programs to help Iow and moderate income indivi- duals and individuals with disabilities improve the duality of their lives and reach their maximum potential for independence and at all times in accordancewith HUD's Co~r- munity Develeprnent Block grant regulations and guidelines and all local, State, and Federal requirements and laws. 9. Licensing. The Subrecipient shall obtain and maintain any certificates and licen- sesthat are required of the Subrecipient, the Facilities, and the programs offered at, on, or in the Facilities by the United States, the State of Texas, the pity, and any other agencies having regulatory jurisdiction over the Facilities and the Subreripient. ~.4 ll~aintenance. The Subreripient shall f urnih all maintenance to the Facilities and Improvements as necessary to maintain the Facilities and Improvements in good repair. Vlfesley Community Ctr FY08~9 Agmt,dec Page ~ ~ of 15 ~.5 Default. In the event the Subrecipient ceases to operate the Facilities in accordance with the terms of this Agreement or cor~mit any other default in the terms of this Agreer~-ent, the City is herein specifically authorized to demand reir~bursement of the CDB funds paid to the Subrecipient and, in the eventthe City i not prorr~ptly repaid, to take possession of the Facilities and all lr~provernents without recourse and to dispose of such Facilities and Improvements in any manner the City deers necessary to reir~bure the City. 9.8 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, firrr~, corporation, or governmental entity. ~.~ Notioes~ ~~} 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; ~~} by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; {3~ by prepaid telegram; {4y by deposit with an overnight express delivery service, for which service has been prepaid; or {} by fax transmission. {B} Notice deposited with the United States Postal Service in the canner described above will be dered 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 after transmission to the telegraph com- pany orovernight express carrierF Notice by faxtransmissionwill be deered effec- tive upon transmission, with proof of confirrr~ed delivery. (C} All such communications must only be made to the following: if to the Cit City of Corpus Christi Attn: Administrator office of Community Developrent P. ~. Sox 977 Corpus Christi, Texas 18469-~1~ X361} 8~6-304 Office {361 } 844-~ 146 Fax If to the Subreci ient: 1~Ilesley Community Center Attn: Executive Director P. ~. Bax 586 Robstown, Tit X8380 {~ } 88~-1363 office ~ ~ ~ 883-4D~ 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 Nonasignr~ent. The Subrecipient may not assign, r~ortgage, pledge, or transfer this Agreement or any interest in the Facilities or Improvements without the prior written consent of the City. 1Nesley ~ammunity ~t~ FY08~9 Ag~nt.doc Page ~ ~ of ~ 5 9.9 Nonexclusive services. Nothing in this Agreement nay be construed as prohibi- tingthe ubrecipient from entering into contracts with additional parties for the perfar~ manse of services similar or identical to those enumerated in this Agreement, and no- thing in this Agreement may be construed as prohibiting the ubrcipientfrom receiving compensation from such additional contractual parties, pra~rided that ail other terms of this Agreement are fulfilled. .1 ~ Breach of Agreement. Notwithstanding any other provisions of this Agreement, should the ubrecipient breach any section or provision of this Agreement including, without limitation, the failure to pay takes, assessments, or other government charges, the breach shall be remedied in accordance with subsection 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.~ 1 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~ prayed an behalf of the City by the City Manager. 9,~ ~ 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 effect 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. .1 ~ Jurid~ct~on and 1lenue. The lags of the state of Texas govern and are appli- cable toany dispute arising under this Agreement. 1lenue i in Corpus Christi, Nueces bounty, Texas, where this Agreement was entered into and must be performed. 9.1 ~ Vl~arranty from Contractor. Upon the ubrcipient' receipt of a copy of the ArchitectlEngineer's certificate of substantial completion, the ubrecipient shall only look to the architects, engineers, cont~actars, subcontractors, manufacturers, and their respective warranties to remedy any defects in design, workmanship, or materials, and the ubrecipient covenants and agrees that the City has na responsibility for any de- fects of any kind or nature whatsoever, even if it is alleged such defect i due to the City's negligence, The City must be a third party beneficiary to the ubrecipient's contracts effecting the Impraver~ents, and all warranties and duties under such con- tractsmust be in favor of the ubrecipient and the City. 9.~~ o~ies of pules and Reguiations. Copies of some of the Federal rules and regulations referenced in this Agreement have been provided to the ubrecipient at the precontracting conference as evidenced by the ubrecipient' CDB Compliance Affidavit, which is attached to this Agreement as E~chi~it C and incorporated in this Agreement by reference. Any failure, by the City, to supply the ubrecipient with any other Federal rules and regulations which may be applicable to the ubrecipient, its 1Nesley C~mmuni#y qtr FY~8~9 Agmt.dac Page 12 ~f 1 ~ Facilities, the Improverr~ents, DB funding, or to recipients of Federal funds does nvt waive the ubrecipient's required compliance in accordance with Federal law. 9.18 ~is~loure of Interests. Incompliance with section ~'4 of the pity's bode of Ordinances, the ubrecipient shall complete the pity's Drsclosu~e of fn~er~sfs form, which is attached to this Agreement as Exhibit D, the contents of which, as a cor~pleted form, are incorporated in this document by reference as iffully set out in this Agreement. 9.1~ Acknowledgment of Funding source. The ubrecipient shall give credit to the pity's DBO Program the project funding source in ell presentations, written docu- ments, publicity, end advertisements 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, 9,18 ertigcation Regarding Lobbing. In compliance with federal law, the ubrecip~ ient shall execute Exhibit E, the contents of which, as a completed form} are incorpo- rated in this document by reference as if fully set out in this Agreement. (EXECUTION PAGES FOLLOW) UI1~sley Community Ctr ~Y08~9 Agmt.doc Page ~3 of ~~ Executed in duplicate originals this ~~ay of , 2009. ATTEST; Armando Cha~a City Secretary Approved as to form; , ~OO9 a Eliza h R. Handley Axis ant City Attorney for the City Attorney CITY ~F C~RPU CHR~TI rAn I . Escobar ' IUlanager ~~,,,,~~,r.~ r lIt1TNl~RIZ~~ ~Y Cf~t3~fflt ~ ~.~ ~ AKN~~IILED~lENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrumentv~ra acknovuledged before me on , X009} by `An~ei R. Escobar, City IVlanager of the City of Corpus Chri , a Teas home-rile municipal corporation, on behalf of the corporation. ~~~~ +nkN , t~ ~ ~~f ~~~ Notary Publi State o exas 1Nesley Community Gtr FY~809 Agmt.~oc Page 14 of ~~ UBREIP~ENT: l~e~e ammunity enters Ro~t~~r~, Tex Executive for Printed name g i~~~ Date AI~N~~NLEDI~ENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This int~ument vua~ acknvv~led~e~ before rye ~n ~ ~~ , ~~0~, b ~ ~ , Executive Dire~tor,111~esle~r ~arnunit~ Y Center, Rabto~rn, Texas, a Texas non-profit orporati~n, on behalf of the corporation. ~~~*, ~N~ It~~~E~ W~~I~~ No#~~Y ~u~ ~t~ ~! ~ex~s #: My G~mmiss~~~ ~x~Mre~ ~~t~~ ~ ~ ~eb~dry ~1, ~0~ i ~ ~ ~~ ~~ Notary Public, state of Texa s VIlestey ~ammur~ity qtr FY0~9 Agmt.~~c Page 15 of 1 ~ . EXMI~IT p1~ PRELIMINARY BUDGET & CONSTRUCTION SCHEDULE Funding: FY20~8 ~~D~ Funding Project Name. 1J1J~slev ammunty ~nt~ ~rganiiation: 1N~ley ommun~t~nter Total Project fast: 50 0~~~0~ Prepared ~y: Eddie Ja~ksor~-Nia~his Date: ~71~8109 Revised PRELIMINARY BUDGET . Project Financial Resources: {Funds available to complete your project} -31i~[el~L~~ • Fund FY ~DQB ~Dg Programs ............................................ 5a aao,Da ~therl~und~ng ................F ,..F..~..~~..~....,....................,....~ Daa.~a • capital Dontribution frorr~ Agency., ...,..... F~,.~. ~.. F.. ~., ~,..F...F ~ a~~.aa ~ther.,.~pec~f~}.F.. ~.. F, ~ ~.. ~ .................................................. a.JaFaO ~ TOTAL FUNDS A11AiLABLE FAR pR~,lEDT~.F..„.~..,.~..~.,~, ~0 ~D~.QO Estimated Expenses: List estimated exc~enses to comt~lete your aroiect such as: AI~OL~NT ~ Land ar Facility Acquisition.~ ...............~,.. ~.~,....~.......,..,F, • Land Burve}r ,Boil Testing, .. Insurance ...... .. ... . .... . ............. • Bid Advertising, Printing, Etc ....... ........................ ............ ~ a~~.aa • A1E Professional Fees .................................................. ~ontruct~or~ host.,...,...,.F~.F...,..,..~.,.~„~,.,„~..,..,...,,,F,~.... ~5 Oaa.Oa • antingenciesF,.~.~~.~..a.~..~.....,~..,..~~....~..~..~~.~.....•.~..~,... ~,aaa,oa Y t~~r ~~ p Y n e~ p~~ f~ ~. ~ ~ F• ~ ~ ~ ~ F~ ~*~. ~ F. ~ F. r. .. . t ~ ~ ... . ~ ~. .. .. F. ~ ~ ~ • TOTALPR~JETDT....~..~..~.....~~.F..F..F....,F..~~..~,~..~..~..... ~D~0~.00 NDT~: `~Tatal Funds Available fir Project" shall ~e a ual to "'~~tal P~o'ect ~~st" PRELIMINARY CQNSTRUCTION SCHEDULE fProiected dates for completion of key project phases) KEY PROJECT PHASES PROJECTED DATE F~~/~~It^ ~~~~~It~V11 ..i.~...i..~ ............ ... ... ... ... ... ... ... ... ~~...~. • Preparation for project commencement ............ . .. . .. .... ...... 081~OOg • Platting Sail Testing ether} ..F~..,...~.,~ ...........................~... NIA • Pracure~nent of ArchitectlEngineer ~AI~} ....... ~d~VrtFIF I!~I~~~ld LpVnI11A~1~~..~..~a~a ~~...~~.. •.. ... ... .... ... ..~.a..~ a~~iaa • Avuarding construction contract ~ .. . ................... ~ .... agl • ornrnencement of construction .. . .. . ............. . . ~ ...., ... ~ ~ , ... 1 a120~ ~ ~Qnstr~JCtIDn ~t ~ ~a°~~ Om ~~etlQn . ~ ~ , ... ~ .. . ... . . . . .... . . .... . . ~ .. , ~ ~ ~~Q~~ 1 ~~ • Cont~ngencle .............................. F., ~,,,............................... 1~I~aa9 Enter month and year} ~st~mated time period to complete aroiegt is five 5~ months„from date of #inalized ,_Apreement EXHIBIT B INSURANCE REQUIREMENTS I. ubrecipient's ~..iability Insurance A. ubrecipient must not commencework underthis agreement all insurance required herein has been obtained and such insurance has been approved by the pity. ubrecipient must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has boon obtained. B. ubrecipient must furnish to the pity's Risk Manager and to the Department or Division responsible for this agreement, copies of ertifictes of Insurance, showing the following minimum coverage by insurance company~s}acceptable tothe pity's Risk Manager. The ityr~ustbe named asap additional insured for all liability policies, end blanket waiver of subrogation is required on all applicable policies. TYPE ~F INSURANCE ~IINIMU~II INSURANCE C~VERACE 3a-Day ~it#en notice of cancellation, material change, Bodily ln~ury and Property Damage non~renewal o~ tern7ination is required on all certificates ~MMERIAL GENERAL LIABILITY including; ~ 0~0 aDa ambined Sin le Limit 1. Commercial Farm ~. Premises - Gperatians 3. Praductsl Gampleted operations I•iazard 4. ~antractual Liability ~. Independent contractors G. Broad Form Property Damage ~, Persona! Injury FIRE and E~iTENDED GGVERAGE At a minimum, amount sufficient to cover the replacement cost of facilities ands or building City to be named as loss payee using standard loss payee clause. BUILDERS RIiC INBURANGE Full value of any improvements constructed with ~DBG 1. All Risks of Physical Lass; including collapse Funds provided under this agreement, so long as work and transit coverage remains to be completed an such improvements In the event of accidents of any kind, ubrecipient must furnish the Risk Manager with copies of all reporks of such accidents within ~ 0 days of the accident. Gammunity Development Block Grant Program ~,br~cipient Agreements ins. req. 1-19-09 ep Risk Mgmt. ~ 1 ~4 II. AD~ITI~NAL REQUl~Ell~EhiT A. certificate of Insurance: * The ityof corpus hr~sti r~ustbe named ~ anadditiona~ insured anthe liability coverage, and a blanketwaiver of subrogation on alI applicable policies. The pity of corpus hritt must be named as loss payee using a standard lass payee clause on the Fire and extended average coverage. * If your insurancecompany usesthestandard~~RDfarm, theeanceliationelause {bottor~ right} must be amended by adding the wording „changed or"between "be" and "canceled",and deleting the wards, "endeavor to",and deleting the wording after "left". In the alternative} a policy endorsement providing the required cancellation language will be accepted. In lieu of n~odificatian of theA~R~ farm, separate policy endorsements addressing the same substantive requirements are mandatory. * The game of the pra~eot must be listed under "Description of Operativn~' At a minimum, a ~-day written not~oe of cancellation, non-renewal, material change or termination is required. B. 1f the Cerkificate of Insurance on its fade does not show an its face the existence of the coverage required by items 1. B ~~ }-{l}, an authorised representative of the insurance company must include a letter specifically stating whether items 1.8. ~1}-7} are included ar excluded. AND ~ornmunity Development Block grant Program ubrecipkent Agreements ins. req. ~-~9~~9 ep Pisk lVlgmt. ~ ~ STATE OF TE~CA COUNTS ~F NUECES EXHIBIT C CDBG COMPLIANCE AFFIDAVIT 4 KN~w ~4LL. BY THEE PRESENT: Date: `6 '//- 0 ~ Affiant: ~~S~rY ~l71/jivrr~~~Y ~~~ Community Development Block Grant Subrecipient Affiant, on oath, swears the following statements are true: ////~-Lr~~i9- e6Nu}R y ~~q~-~rya~, am the "J CGuT/ u~ ~/~~~~' {title} of GUtSG~Y C~4yjJniU1'~~7'~/ ~L~J?~-72.. , a Texas nonprofit corporation, which hay applied far and been awarded Community Development Buck Grant {"CDBG"} Prorar~ funds administered by the City of Corpus Christi {"City"}. Priar to the start of the project for which CDBG funds have been awarded, a the representaM five of the above-named subrecipient organisation ~"Subrecipient"},1 r~et with City staff end received copies of the following Federal rules and regulations: OMB Circular A~11 D 24 CFR 85.43 and 85.44 OMB Circular A-12~ 24 CFR 510.20, 5aa, and B08 et. seq. OMB Circular A-~ 33 49 FR Part 24, 24. ~ 0~ -24.104 24 CFR Part 84 By execution of this affidavit, i attest that I have received the above~listed Federal rules and regulation, City staff has explained the rules and regulations, and I understand the Subrecipient's obligations of performance under the rules and regulations. Further rare, I acknowledge that there ray be additional Federal rules and regulations, beyond the rules and regulations listed above, to which the Subrecipient may be subject and with which the Subrecipient must corply. fi ~ ft Y' SIN~RN TO AND SUBORIBE~ before me the ~ day of , 2009. Y -1~~ .-. ~'~. ~ ~ ~~ ~ ~~~~ ~~~~ Nota Public, Btate of Texas Notary Public, State ~~ ~~~ ~ ~~* fly ~ommi~sio~r Ex~~res ~~, f~b~uary ~~, ~0?~ - k EXHIBIT D .....,. ~' °f CITY OF CORPUS C~tiS"I'I DISCLOSURE OF II~TEREST pity of ~o Chri.~ti . ' 1 ? ~ ~ ~, ~s au~ee~ r+uires all persons er ~ ~ do bu~i~ss # ~i std o ~oUa~ris or~a~~n. Every ques~on must be 'tha q~n ~ ~cx a~phc~ble, ~r A , reva s~ ~ fer dcf~io~s. QAN~ SAN ~~- . ~ r ~ ~ P. ~# ~: ~r ; #J 1 L~ i .~ r1'II I: 1. 'D~1 ~, ~ ~ ~ ~. ~r . ~ ,~ ~ 4. Assocs~a S, r ~ ~ ~ ~ ~ DISLRE TJ~ST~~ ~f~o~ ~ ~ ~ ~ t ~~ use t rare silo aftb ~a or ate ~ s~ . I. Mate ~" ofthe ~ QfCorpus 'ir ~~ iat~' ' ~ 3°l~ ar.mo~ oftha ~ ~e ~ `'~." Name Job Title and City Uepartmeat (if kaowa) . eta ~~ manes of ~ ~`oial" afthc i of Dorgu~ ~~ ~avi~ an "o ice' co~rr 3°~0 or ' ' !~ ~ ~p ~ tha ai~va tam "~. 3. tc the yes of e~h ~ m~ of the i of corpus ~#i havi~~ ~a "o~rn ~t~' ' g °~ of a~vrc o~'t~e oerh~p ~ the above aaraed urn. ]~amtc ~ Bod~, omfn~ss~ou, or orum~ttee ~. Mate the Macs ~~ ea+ch employ err o~i~er of ~ ~`cousultt" for tae pity of carpus ~r~sti ~ wor~te~ ou a meter ~ to the subject o~ this ntract a~ has au "ownership i~ta~e~" ~ ~°I~ or mare of the ~~Ila~~ lri ~i~ OY~ I "li'~II." r ~~~~ ~ eefy.that ~i inf~ior~ provided is true and correct as of the date of this meat. fat i h~vo not l~owin Iy weld dc~osute of u~fo~atior~ ucd; and that supp~emcntai s~temcnt~ ~ ~e smornptly submitted to e Ci~r of~orpus ~, e°xas as chau~~s air. . .. ~ ~ • -- ~~~~ ~ .. ~ ~~~~ ~~ of ~g person. Date. ~ '' i f'{~ ~'~ ,~ ,~ ~' ~ ~ Exhibit E ~ u ~~ rt1 ERT~FIATI~N ~EAR~~N L~BBYIN ERTI~IATION FAR DONTRAT RANT, LEANS, AND ~~~~ERATIIIEAREENlENT The undersigned certifies, to the best of his or her knowledge and belief, that ~1 } Na federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or 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, loan, or cooperative agreement. ~2} If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit with this a standard Form-~ ~, "Disclosure Form to Report Lobbying," in accordance with its instructions. {3} The undersigned shall require that the language of this cerkification be included in the award documents far all subawards at ail tiers {including subcontracts, ubgrants, and contracts under grants, leans, and cooperative agreements} and that all subrecipients 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 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. G gJ~~'d ~ Signature Date Print Name of Authorized Individual Organization Name