Loading...
HomeMy WebLinkAboutC2012-347 - 4/24/2012 - ApprovedCDBG SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND 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, a Texas home -rule municipal corporation ("City"), acting through its City Manager or the City Manager's designee ("City Manager"), and Amistad Community Health Center, Incorporated ("Subrecipient"), a nonprofit corporation organized under the laws of the State of Texas. WHEREAS, the City has allocated Two Hundred and One Thousand Nine-Hundred and Eighty Dollars ($201,980) from the FY2012-13 Community Development Block Grant ("CDBG") Program for construction of improvements to Subrecipient's, community health clinic at 1533 South Brownlee Boulevard, Corpus Christi, Nueces County, Texas, such facilities being owned by the Subrecipient ("Facillity"); WHEREAS, the City desires that safe and sanitary public facilities be provided for low and moderate income individuals and individuals with disabilities; WHEREAS, 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 24 CFR 570.208, as amended; and WHEREAS, 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. NOW, THEREFORE, the City and the Subrecipient agree as follows: SECTION 1. SCOPE, BUDGET, SCHEDULE, AND PAYMENT REQUIREMENTS. 1.1 Scope of Work. The Subrecipient shall complete the work outlined in the funding proposal that was submitted and approved by the City's City Council for FY2012-13, such proposal being incorporated into this Agreement by reference as if fully set out in this Agreement. The Subrecipient, through its contractors and subcontractors, shall specifically make improvements to the Facility by December 31, 2013, to wit: * Replacement of three old air conditioning units; e Conversion and renovation of current empty space into: 2012-347 4/24/12 Res. 429462 Amistad Community Health Center • four exam rooms and a patient education room, which will have cabinets, sinks and flooring installed and electrical, plumbing, painting and dry wall work done; • a nurses station, consultation room and hallways, which will have flooring installed and electrical painting and dry wall work done; Significant foundation repairs to entire Facility. (collectively, the "Improvements") The Improvements will be made to the Facility located on real property owned by Subrecipient at 1533 South Brownlee Boulevard, Corpus Christi, Nueces County, Texas. The funding provided under this Agreement is made with the express condition that no part of the Facility previously improved with federal funds may be further similarly improved. For the purposes of this Agreement, the term "Facility" collectively includes the aforementioned real properties and any improvements existing thereon as of the date of the Subrecipient's execution of this Agreement and includes, where appropriate and in context, the Improvements to be constructed with the funding provided under this Agreement. All 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 7.3. No construction may commence until the Plans are approved by the Administrator or the Administrator's designee ("Administrator") of the City's Community Development Division ("CDD") and by the City's Development Services Department ("Development Services"). 4 1.2 Subrecipient Matching Funds Requirement. The Subrecipient shall provide Zero Dollars ($0.00) in matching funds for the 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 Subrecipient's allocation will not be disbursed, but is automatically forfeited and reverts to the City for inclusion in future CDBG Programs. 1.3 Budget and Construction Schedule. The Subrecipient has provided an estimated project budget and project construction schedule ("Project Budget and Construction Schedule") based upon the proposed Improvements listed above and as are described within this Agreement, which Project Budget and Construction Schedule is attached to this Agreement as Exhibit A and is incorporated into this Agreement by reference. Ten days prior to the award of any construction contract or subcontractor construction contract pursuant to this Agreement, the Subrecipient shall provide a finalized budget, which must include a schedule of the detailed costs of construction, and a schedule of construction completion dates, which must include a detailed completion schedule for the various aspects of construction for Improvements to the Facility, which document(s) will then be substituted for the then existing Exhibit A and become Exhibit A of this Agreement for all purposes under this Agreement. 1.4 Contents of Finalized Budget and Construction Schedule(s). The finalized budget must include line-item costs for each item referenced in subsection 1.1 of this Agreement. The finalized budget must provide a detailed presentation of projected resources and expenses. The finalized construction schedule for Improvements must reflect the anticipated timeline for the completion of construction stages for each of the Arnistad FY1 2-13 Agmt Final DWB.doc Page 2 of 15 Improvements set out in subsection 1.1 of this Agreement, including, but not limited to, dates for the retention of a registered architect or licensed professional engineer, completion of Plans, completion of conditions precedent to construction, commencement of construction., completion of construction phases, and expected final completion date of the Improvements. 1.5 Requests for Payment. (A) All requests for payment made pursuant to this Agreement must be submitted to the Administrator. (13) Progress payments for the Improvements will be made based upon the finalized budget and construction schedule and the submittal and approval of appropriate documentation of the work completed, including, without limitation, fully itemized American Institute of Architects ("AIA") forms. (C) No progress payments will be made without certification by the registered architect or licensed professional engineer that the phase to which the payment applies has been substantially completed nor will any progress payment be made without an inspection by staff of CDD and Development Services and approval by the Administrator and Development Services staff affirming that the work has been completed. (D) The Administrator may require that the Subrecipient provide a down date waiver and a subordination of mechanic's lien claims prior to any payment. (E) All payments will be adjusted according to the actual construction cost and the matching funds requirement, if any, and in no event may any payment exceed the stated amount of this Agreement. All requests for payments, excluding acquisition of property, will be prorated to reflect the Subrecipient's share of costs as per the approved finalized budget. 1.6 Approval of Finalized Budget and Construction Schedule(s). Construction of Improvements to the Facility may not commence prior to the Administrators approval of the finalized budget and construction schedule required under subsection 1.4 of this Agreement. The City will not reimburse any construction costs incurred by the Subrecipient prior to the approval of the finalized budget and construction schedule(s), except for professional services as may be allowed in the Administrators discretion. 1.7 Periodic Performances Reports. The Subrecipient shall submit periodic performance reports to the Administrator that recite progress for the period and advising of any problems encountered. A performance report must be provided with each request for payment. SECTION 2. RECORDIKEEPING, UNIFORM ADMINISTRATIVE REQUIREMENTS AND OTHER PROGRAM REQUIREMENTS. 2.1 Construction and Operations Records. The Subrecipient shall provide access to all original records, reports, and audits including, without limitation, all agreements and Arnistad FYI 2-13 Agmt Final DWB.doo Page 3 of 15 appraisals for the Facility; invoices; payment and payroll records; bank records; plans and specifications for the Facility; Plans written and drawn pursuant to this Agreement; change orders; contracts between the Subrecipient and its contractor(s), between contractor(s) and their subcontractor(s), and between the Subrecipient and its registered architect(s) or licensed professional engineer(s); communications and correspondence with regard to any contracts and subcontracts pertaining to this Agreement; affidavits executed pursuant to this Agreement; documentation of clientele being benefited by the Facility (i.e., number of persons being served, etc.) and the activity being carried out in the Facility which pertains to the construction or operation of the Facility; and all written obligations pursuant to this Agreement, including, but not limited to, all information on matching funds required under this Agreement, if any, during regular business hours for any purposes of the City, the United States' Department of Housing and Urban Development ("HUD"), or both, to conduct audits and monitoring. 2.2 Equal Participation Documentation. The Subrecipient shall keep and provide access to records documenting compliance with Section 109 of the Housing and Community Development Act of 1974 [42 United States Code ("U.S.C.") §5309], as amended, which requires that no person shall, on the ground of race, color, national origin, religion, or sex, be excluded from participation in be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the Act. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, as amended, or with respect to an otherwise qualified disabled individual, as provided in 29 U.S.C. §794, as amended, also applies to this Agreement. 2.3 Information and Reports. The Subrecipient shall provide any information, reports, data, and forms pertinent to this Agreement as the Administrator or staff of CDD may, from time to time, request for the proper administration of this Agreement. The Subrecipient shall adhere and comply with the reporting requirements mandated for the Performance Measurement System, administered by the City, as a condition of receiving funds under this Agreement. 2.4 OMB Circulars A-110, A-122, and A-133. The Subrecipient shall comply with the requirements and standards of United States' Office of Management and Budget ("OMB") Circulars A -110, A -122, and A -133, as each may be amended. 2.5 Compliance Documentation. The Subrecipient shall keep and provide access to records documenting compliance with the rules and regulations contained in Title 24, Chapter 570, et. seq., of the Code of Federal Regulations ("CFR"), including, but not limited to, Subpart K, Sections 570.603, Labor Standards; 570.607, Employment and Contracting Opportunities; 570.608, Lead-Based Paint; 570.609, Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients; 570.610, Uniform Administrative Requirements and Cost Principles; and 570.611, Conflict of Interest. If there is a conflict of interest with any employee, agent, consultant, officer, or member of the Board of Directors of the Subrecipient, the person with the conflict and the nature of the conflict must be identified, by name and title, and submitted to the Administrator prior to Annistad FYI 2-13 Agmt Final DWB.doc Page 4 of 15 any costs being incurred at, in, or on the Facility with respect to construction of the Improvements. 2.6 Equal Employment opportunity. The Subrecipient shall comply with all applicable Federal Equal Employment Opportunity regulations, including, but not limited to, Executive Order 11246, as amended, and Section 3 of the Housing and Urban Development Act of 1968 as set forth in 24 CFR 570.607, as amended, and shall require compliance with the aforementioned laws and regulations in all contracts the Subrecipient enters into with respect to construction of the Improvements. 2.7 Request for Bids/Proposals. The Subrecipient shall comply with requirements of OMB Circular A -110, as amended, and all State and local procurement requirements with regard to solicitation of bids and proposals for construction of the Improvements to the Facility, if applicable, and shall provide such records to representatives of HUD, the City Manager, or the Administrator upon request. 2.8 Real Property Acquisition. The Subrecipient shall comply with requirements of 49 CFR Part 24, Subpart B, as amended, and all State and local acquisition requirements with regard to acquisition of property, if applicable, and shall provide such records to representatives of HUD, the City Manager, or the Administrator upon request. 2.9 Disabled and Handicapped Accessibility. The Subrecipient shall comply with the Americans with Disabilities Act of 1990, as amended, and with the rules and regulations published in 28 CFR Part 36, as amended, and all State and local requirements regarding disabled accessibility. 2.10 Religious Organizations. The Subrecipient shall comply with requirements regarding religious organizations, as set forth in 24 CFR 570.2000), as amended. SECTION 3. SUSPENSION AND TERMINATION. 3.1 Application of 24 CFR 85.43. The City may suspend or terminate this Agreement in accordance with 24 CFR 85-43, as amended, if the Subrecipient materially fails to comply with any term of the CDBG Program award or this Agreement. 3.2 Application of 24 CFR 85.44. This Agreement may be terminated for convenience in accordance with 24 CFR 85.44, as amended. 3.3 Remedies for Non-compliance. Pursuant to the provisions cited in Section 3 of this Agreement, to Federal rules and regulations applicable to the Subrecipient, and to HUD guidelines, if any deficiencies are discerned by or through monitoring of this Agreement, the Administrator may either temporarily withhold cash payments pending correction of the deficiencies, disallow all or part of the cost of the activity or action not in compliance, wholly or partly suspend or terminate the current award, withhold further awards, or take any other remedies that may be legally available. 3.4 Termination Notice. Either party may terminate this Agreement, during the term of this Agreement, as of the last day of any month upon thirty (30) days prior written notice. The party terminating this Agreement must comply with subsections 3.1 and 3.2 Arnistad FY1 2-13 Agmt Final DWB.doc Page 5 of 15 of this Agreement and all other provisions of this Agreement providing responsibilities in the event of termination. 3.6 Termination. Upon a termination of this Agreement, the Subrecipient agrees to refund to the City all CDBG Program funds expended on construction of the Facility and Improvements. If the Subrecipient cannot refund all such money within thirty (30) days of the termination notice, the City may take whatever action is necessary to reimburse the City as set out in 24 CFR 85.43 and 85.44, as each may be amended. Notwithstanding this provision, the Reversion of CDBG Funds provision, set out in Section 4 of this Agreement, also applies to the Subrecipient's CDBG Program funds on hand, accounts receivable, and real property under the Subrecipient's control. SECTION 4. REVERSION OF CDBG FUNDS. 41 Facility and Improvements Use to Meet National Objective and Same Business Purpose. The Subrecipient's Facility and all Improvements must be used to meet one of the national objectives set forth in 24 CFR 570.208, as amended, during the term of this Agreement and for one year following the date of final completion of the construction of the Improvements or one year following the date of the last disbursement of CDBG funds under this Agreement, whichever is longer. In addition, the Subrecipient shall use the Facility and all Improvements for the same business purpose as that which existed on the date of the Subrecipient's execution of this Agreement for a period of five (5) years following the date of final completion of the construction of the improvements or following the date of the last disbursement of CDBG funds under this Agreement, whichever is longer. 4.2 Facility and Improvements Not Used to Meet National Objective and Same Business Purpose. In the event that the Subrecipient's Facility or any Improvements are not used to meet one of the national objectives or the same business purpose for the length of time specified in subsection 4.1 of this Agreement, then the Subrecipient shall reimburse the City for the CDBG funds received by the Subrecipient as follows: (A) Failure to meet national objective: The Subrecipient must reimburse the total award of CDBG funds received under this Agreement. (8) Failure to use Facility or any Improvements for same business purpose: Prorated reimbursement as a fractional amount, the numerator being the number of months that the Subrecipient's Facility or any Improvements failed to be used for the same business purpose as that which existed on the date of the Subrecipient's execution of this Agreement and the denominator being 60, multiplied by the total amount of CDBG funds received by the Subrecipient under this Agreement. 4.3 No Election of Remedies. Resort, by the City, to a remedy under subsection 4.2 of this Agreement, or another remedy provision set out in this Agreement, does not bar the application and use of any other remedy allowed by law or that may be enforced by the City pursuant to 24 CFR 570.503, as amended. SECTION 5. PROGRAM INCOME. Arnistad FYI 2-13 Agmt Final DWB.doc Page 6 of 15 5.1 Disposition of Program Income. Program income received by the Subrecipient as a result of this Agreement, if any, may be retained by the Subrecipient. Any such program income must be used to operate public facilities to provide services to low and moderate income individuals and individuals with disabilities within the City of Corpus Christi and throughout the community served by the Subrecipient in conformity with 24 CFR 570.208, as amended. The Subrecipient shall report program income to the City annually, during the term of this Agreement, not later than August 31 for the previous year ending July 31. 5.2 Accounting for Program Income. The Subrecipient shall comply with OMB Circular A -110, as amended, with reference to program income, if applicable. SECTION 6. INSURANCE AND INDEMNITY PROVISIONS. 6.1 insurance. The Subrecipient shall have in force, throughout the term of this Agreement, insurance that complies with the standards in Exhibit B, a copy of which is attached to this Agreement and is incorporated in this Agreement by reference. A certificate to that effect must be provided to the City's Risk Manager ( "Risk Manager") and the Administrator at least ten (10) days prior to any construction. Failure to maintain any of the types and limits of the insurance required by Exhibit B is cause for the City to terminate this Agreement and cancel any and all reimbursements of GDBG funds to the Subrecipient. 6.2 Notice to City. The Subrecipient shall require its insurance companies, written policies, and certificates of insurance to provide that the City must be given thirty (30) days advance notice by the insurer prior to cancellation, nonrenewal, or material change of the insurance policies required by Exhibit B. Failure to maintain such insurance will be cause for the City to take control of the Facility and all Improvements, cancel any claim that the Subrecipient may have to the use of the Facility and Improvements, and cancel any and all reimbursements of CDBG funds to the Subrecipient. 6.3 Right to Re-evaluation and Adjustment of Limits. The Risk Manager retains the right to re- evaluate the insurance requirements during the term of this Agreement and adjust the types and limits of such insurance upon thirty (30) days written notice to the Subrecipient. Insurance types and limits may not be adjusted more frequently than once per year. 6.4 Indemnification. (A) The Subrecipient covenants and agrees that it will indemnify and hold City harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against the City on account of injury or damage to persons or property (including, without limitation on the foregoing, workers' compensation, death, and premises defects) to the extent any such damage or injury may be incident to, arise out of, or be caused, either proximately or Page 7 of 15 Amistad FYI 2-13 Agmt Final DWB.doe remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the City, its officers, employees, or agents ( "Indemnitees " }, acting pursuant to this Agreement and with or without the express or implied invitation or permission of the Subrecipient, or on the part of the Subrecipient or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the Facility being improved or used pursuant to this Agreement, or when any such injury or damage is the result, proximate or remote, wholly or in part, of the violation by Indemnitees, the Subrecipient or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees of any law, ordinance, or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the Improvements being constructed at the Facility or out of the use or occupancy of the Improvements to the Facility or the Facility itself by the Indemnitees, the Subrecipient, or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees, and including, without limitation, any damages or costs which may occur as a result of the design of the Improvements to the Facility, the bidding process, actual construction of the Improvements to the Facility, administration of the construction contracts by the City or its designee, failure of the Improvements to the Facility prior to the completion and acceptance of the Improvements by the City and the Subrecipient jointly, failure of the Improvements to the Facility to work as designed, failure of any contractor, subcontractor, or manufacturer to honor its warranties, or failure of the Subrecipient to maintain the Improvements to the Facility or the Facility itself. (B) These terms of indemnification are effective upon the date of execution of this Agreement and whether such injury or damage may result from the contributory negligence or concurrent negligence of Indemnitees, but not if such damage or injury may result from the sole negligence or willful misconduct of Indemnitees. (c) The Subrecipient covenants and agrees that, in case the City is made a party to any litigation against the Subrecipient or in any litigation commenced by any party other than the Subrecipient relating to this Agreement and the Improvements to the Facility contemplated under this Agreement, the Subrecipient shall, upon receipt of reasonable notice and at its own expense, investigate all Amistad FY12 -13 Agmt Final DWB.doc. Page 8 of 15 claims and demands, attend to their settlement or other disposition, defend the City in all actions based thereon with legal counsel satisfactory to the City :Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from any said claims, demands, actions, damages, losses, costs, liabilities, expenses, or judgments. (D) The provisions of this section survive the termination or expiration of this ,agreement. SECTION 7. SUBRECIPIENT'S REQUIREMENTS. 7.1 Precontracting and Preconstruction Conference. The Subrecipient has attended a precontracting conference with City representatives. The Subrecipient and all of its identified contractors and subcontractors must attend a preconstruction conference with City representatives. Failure to do so may result in the Subrecipient being ineligible to receive the CQBG funds awarded and allocated to the Subrecipient under this Agreement. 7.2 Pledged Contribution. The Subrecipient shall provide any additional funds needed for the completion of the Improvements. The Subrecipient shall provide canceled checks or other proof as may be required by the Administrator as proof of the contribution. 7.3 Prepare Plans and Specifications. The Subrecipient shall retain a registered architect or licensed professional engineer in accordance with OMB Circular A -110, as amended, to prepare the Plans and to inspect all Improvements to ensure conformity with final plans and specifications submitted to the Administrator. 7.4 Professional Services. The Subrecipient shall retain professional services and all necessary contractors for construction of the Improvements in accordance with OMB Circular A -110, as amended, and construct Improvements to the Facility in accordance with final plans and specifications and the schedule submitted to Ca© as set out in subsections 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 Change Order Procedure. A change order procedure must be instituted to make changes in the Plans or specifications or to decrease or increase the quantity of work to be performed or materials, equipment, or supplies to be furnished for the Improvements to the Facility. The Subrecipient shall submit all change orders to the Administrator for approval prior to the change order becoming effective. Any money expended by the Subrecipient pursuant to a change order and prior to submittal and approval of such change order is not reimbursable, and the Subrecipient shall bear all such costs associated with unapproved changes. Arnistad FY12 -13 Agmt Final DWS.doc Page 9 of 15 7.6 Staff and Administrative Support. The Subrecipient shall provide sufficient staff and administrative support to supervise the construction of the Improvements to the Facility. 7.7 Use of Funds. The Subrecipient covenants that all CDBG funds expended under this Agreement will be used solely for the activities described in this Agreement. The Subrecipient shall reimburse the City for all funds expended for activities not related to the purpose and activities described in this Agreement or that violate Federal or State laws. 7.8 Accounting and Audit. The Subrecipient shall record financial transactions according to approved accounting procedures and provide an independent audit of the expenditures in accordance with OMB Circular A -133, as amended. Such audit must be completed within ninety (90) days after the Improvements to the Facility were completed. A copy of the audit must be provided to the City within thirty (30) days of completion of the audit. If the audit shows discrepancies between amounts charged the Subrecipient and amounts reimbursed to the Subrecipient by the City, a resolution of the discrepancies must be made within sixty (60) days from receipt of the audit by the City. If the Subrecipient owes the City money in resolution of the discrepancies, the money must be paid within ninety (90) days from receipt of the audit by the City or the Subrecipient is in default pursuant to this Agreement. 7.9 Completion Date of Construction. The Subrecipient shall complete construction of the Improvements to the Facility in accordance with the approved Plans and Specifications by December 31, 2013. If the Subrecipient is rendered unable to carry out the terms of this subsection, the Subrecipient shall promptly give the City written notice of such delay together with reasonable particulars concerning ft. The Administrator may extend the construction time schedule for such time as may be deemed necessary and justified, provided, however, that the extension of the construction time schedule does not exceed the term of this Agreement. (An extension of the term is addressed in Section 9.) SECTION 8. CITY'S REQUIREMENTS. 8.1 Committment of Funding for Improvements of Facility. The City shall provide the Subrecipient up to Two Hundred and One Thousand Nine-Hundred and Eighty Dollars ($201,980) from the FY2012-13 CDBG Program for Improvements to the Facility as described in Section 1 of this Agreement and in accordance with the accepted bid, budget, and construction schedules made a part of this Agreement, subject to the Subrecipient's compliance with the provisions of this Agreement. 8.2 Additional Funds. Nothing in this Agreement may be construed as requiring the City to provide additional construction funds to the Subrecipient at any time in the future. SECTION 9. GENERAL PROVISIONS. 9.1 Term. This Agreement begins, following City Council approval, on the date the last party executes this instrument and terminates January 31, 2014. Extensions to the term of this Agreement may be requested by the Subrecipient and approved by the City Arnistad FY 12-13 Agmt Final DWB.doc Page 10 of 95 Manager. However, the Subrecipient is bound by all covenants, terms, and conditions of this Agreement including, without limitation, recordkeeping, for a period of six (6) years commencing on the date of the Subrecipient's execution of this Agreement, unless a specific bound period is shorter or longer as may be stated in this Agreement. 9.2 Objective. The Subrecipient shall operate the Facility and the Improvements to further the primary objective of the Housing & Community Development Act as outlined in 24 CFR 570.200 and 570.208, as each may be amended, and will improve the Facility by December 31, 2013, and provide programs to help low and moderate income individuals and individuals with disabilities improve the quality of their lives and reach their maximum potential for independence and at all times in accordance with HUD's Community Development Block Grant regulations and guidelines and all local, State, and Federal requirements and laws. 9.3 Licensing. The Subrecipient shall obtain and maintain any certificates and licenses that are required of the Subrecipient, the Facility, and the programs offered at, on, or in the Facility by the United States, the State of Texas, the City, and any other agencies having regulatory jurisdiction over the Facility and the Subrecipient. 9.4 Maintenance. The Subrecipient shall furnish all maintenance to the Facility and Improvements as necessary to maintain the Facility and Improvements in good repair. 9.5 Default. In the event the Subrecipient ceases to operate the Facility in accordance with the terms of this Agreement or commits any other default in the terms of this Agreement, the City is herein specifically authorized to demand reimbursement of the CDBG funds paid to the Subrecipient and, in the event the City is not promptly repaid, to take possession of the Facility and all Improvements without recourse and to dispose of such Facility and Improvements in any manner the City deems necessary to reimburse the City. 9.6 No Liability. In no event is the City liable for any contracts made by or entered into by the Subrecipient with any other person, partnership, association, firm, corporation, or governmental entity. 9.7 Notices. (A) All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. (B) Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. Arnistad FY1 2-13 Agmt Final DWB.doc Page 11 of 15 (C) All such required communications must be made only to the following: If to the City: City of Corpus Christi Attn: Administrator Office of Community Development P. O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3186 Office (361) 844-1740 Fax If to the Subrecipient Amistad Community Health Center Attn: Executive Director 1533 S. Brownlee Blvd., Suite 100 Corpus Christi, TX 78404 (361) 884-2242 Office (361) 884-2243 Fax With a copy to: City of Corpus Christi Attn: Director Neighborhood Services Dept. 1201 Leopard St. Corpus Christi, TX 78401 (361) 826-3044 Office (361) 826-3011 Fax (D) Either party may change the address to which notice is sent by using a method set out above. The Subrecipient shall notify the City of an address change within 10 working days after the address is changed. 9.8 Nonassignment. The Subrecipient may not assign, mortgage, pledge, or transfer this Agreement or any interest in the Facility or Improvements without the prior written consent of the City. 9.9 Nonexclusive Services. Nothing in this Agreement may be construed as prohibiting the Subrecipient from entering into contracts with additional parties for the performance of services similar or identical to those enumerated in this Agreement, and nothing in this Agreement may be construed as prohibiting the Subrecipient from receiving compensation from such additional contractual parties, provided that all other terms of this Agreement are fulfilled. 9.10 Breach of Agreement. Notwithstanding any other provisions of this Agreement, should the Subrecipient breach any section or provision of this Agreement including, without limitation, the failure to pay taxes, assessments, or other government charges, the breach shall be remedied in accordance with subsection 3.3 of this Agreement and any other applicable subsections. If repayment is required as a remedy, other remedies may be pursued, as deemed necessary by the City Manager, if repayment is not made. The City is entitled to reasonable attorneys fees in any court action arising out of this Agreement. Arnistad FY1 2-13 Agmt Final DWB.doc Page 12 of 15 9.11 Modifications. Modifications to this Agreement are not effective unless signed by a duly authorized representative of each of the parties to this Agreement. Modifications which do not change the essential scope and purpose of this Agreement may be approved on behalf of the City by the City Manager. 9.12 Validity. If, for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, 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 purpose. 9.13 Jurisdiction and Venue. The laws of the State of Texas govern and are applicable to any dispute arising under this Agreement. Venue is in Corpus Christi, Nueces County, Texas, where this Agreement was entered into and must be performed. 9.14 Warranty from Contractor. Upon the Subrecipient's receipt of a copy of the Architect/Engineer's certificate of substantial completion, the Subrecipient shall only look to the architects, engineers, contractors, subcontractors, manufacturers, and their respective warranties to remedy any defects in design, workmanship, or materials, and the Subrecipient covenants and agrees that the City has no responsibility for any defects of any kind or nature whatsoever, even if it is alleged such defect is due to the City's negligence. The City must be a third party beneficiary to the Subrecipient's contracts effecting the Improvements, and all warranties and duties under such contracts must be in favor of the Subrecipient and the City. 9.15 Copies of Rules and Regulations. Copies of some of the Federal rules and regulations referenced in this Agreement have been provided to the Subrecipient at the precontracting conference as evidenced by the Subrecipient's CDBG Compliance Affidavit, which is attached to this Agreement as Exhibit C and incorporated in this Agreement by reference. Any failure, by the City, to supply the Subrecipient with any other Federal rules and regulations which may be applicable to the Subrecipient, its Facility, the Improvements, CDBG funding, or to recipients of Federal funds does not waive the Subrecipient's required compliance in accordance with Federal law. 9.16 Disclosure of Interests. In compliance with Section 2-349 of the City's Code of Ordinances, the Subrecipient shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit D, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Agreement. 9.17 Acknowledgment of Funding Source. The Subrecipient shall give credit to the City's CDBG Program as the project funding source in all presentations, written documents, publicity, and advertisements regarding the Improvements. The Subrecipient agrees to acknowledge the sponsorship of the City of Corpus Christi at any event promoting the project or any other project sponsor. Amistad FYI 2-13 Agmt Final DWB.doc Page 13 of 15 Executed in duplicate originals this iS day of Qc_-� n (ner 2012. ATTEST: rmando Cha• a V City Secretary CITY OF CORPUS CHRIST[ Ronald L. Olson City Manager Approved as to form. September .2-6 7&4 ,2012, ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on 2012. by OerV) C.,nAlato< (title) of the City of Corpus Christi, a Texas municipal home-rule corporation, on bdhalf * the corporation. (Seal) I %o a *1 ' ic : , State �te o f Texas y KRISTY =GLICX Notary Public T STATE OF TEXAS Comm. E, .18, 2016 Am istad FY1 2-13 Agmt Final DWB Page 14 of 15 SUBRECIPIENT: Amistad Community Health Center, Incorporated d _ 1 � 11 7 Oct 12 -' i6xecu'Ni7e ' Dire 'Date r � Printed uajp� F-1 TO]. "I Z 191 4: 11 1 &I A M STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § Thl instrument was acknowledged before me on 2012, by , Executive Di ector of Amistad Community 4alth Center, Incorporated, a Texas non-profit corporation, on behalf of the corporation. Laulisa Lynn BAR My Commission Expims 9 4 *" W�7 0411212015 Arnistad FY12-13 Agent Final DWS.doc Page 15 of 15 1•10:4 111 111- � 11 11 1 i 111 � ;�� I! : • 9 :111" 1 1111" 0 5 FY2012 ICDBG Community Development Block Grant Organization: AMISTAD COMMUNITY HEALTH CENTER Project Name: First Floor Renovations Phase 11b Funding Amount'. $201,980 Capital Contribution: 0 Total Project Cost: $201,980 Approved by: Eddy Herrera, CEO Date: August 2, 2012 Project Financial Resources: (Funds available to complete your project) AMOUNT • Fund FY 2012 CDBG Program ................................. — ........ $201,980.00 • Other Funding ...... ............................... • Capital Contribution from Agency (As per 2012 RFP) ............. — 0 Other (Specify) ................................................................ • TOTAL FUNDS AVAILABLE FOR PROJECT ..................... $201,980.00 Estimated Expenses: List estimated expenses to complete your pro such as: AMOUNT • Testing Lead/Asbestos (Done) .... ............................... • Procurement of Architect/Engineer (A/E) Services.. $ 21,105.00 • Demolition Clearance ... ........................................ ...... $ 10,500.00 • Bid Advertising, Printing, Etc . .............................. ............ $ 1,375.00 • Construction Rehabilitation Cost ....................................... $ 164,000.00 • Contingencies ...(% const. cost) . ............. ...................... $ 5,000.00 • Other Expenses (Specify) ....................... ...... ....... • TOTAL PROJECT COST ......................................... $201,980.00 INOTE: "Total Funds Available for Project" shall be equal to "Total Pro Cost "' PRELIMINARY CONSTRUCTION SCHEDULE (Proiected dates for completion of key project phases) KEY PROJECT PHASES PROJECTED DATE • Environmental Tests (Other) ........................................... Oct. 31, 2012 • Procurement of ArchitectlEngineer (A/E) Services ............ Oct. 31, 2012 • Design/Construction Documents ... ............................... Nov.30, 2012 • Bidding Procurement .. ......................... ......... Dec.30 2012 • Awarding Construction Contract .... ........ ................ Jan, 31,2013 • Demolition .... ............................... ........................... Feb. 28,2013 • Commencement of Construction ............... ... - ............... Mar. 31 2013 • Construction at 100% Completion ............................ - — Sep.31, 2013 • Contingencies (1 month+J ........ ............................... Oct. 31, 2013 Enter month, day and yjar A FINALIZED Budget & Construction Schedule shall be submitted ten (10) days prior to award any construction contract, which must include a budget with detailed cost of construction and a detailed schedule of construction dates, start date and completion date, be substitute for the Exhibit A. OF/12 Exhibit A i *11 s` I I ZI 11 d I I ki 6 :?-A Z N =1 V ;[*_I I I I I. Subrecipient's Liability Insurance A. Subrecipient must not commence work under this agreement all insurance required herein has been obtained and such insurance has been approved by the City. Subrecipient must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Subrecipient must furnish to the City's Risk Manager and to the Department or Division responsible for this agreement copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day written notice of cancellation, material change, Bodily Injury and Property Damage non-renewal or termination is required on all certificates COMMERCIAL GENERAL LIABILITY including: $1,000,000 Combined Single Limit 1. Commercial Form 2. Premises - Operations 3. Products/ Completed Operations Hazard 4. Contractual Liability 5. Independent Contractors 6. Broad Form Property Damage 7. Personal In FIRE and EXTENDED COVERAGE At a minimum, amount sufficient to cover the replacement cost of facilities and/ or building City to be named as loss payee using standard loss payee clause. BUILDERS RISK INSURANCE Full value of any improvements constructed with CDBG 1 All Risks of Physical Loss; including collapse Funds provided under this agreement, so long as work and transit coverage remains to be completed on such improvements C. In the event of accidents of any kind, Subrecipient must furnish the Risk Manager with copies of all reports of such accidents within 10 days of the accident. A. Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the liability coverage, and a blanket waiver of subrogation on all applicable policies. The City of Corpus Christi must be named as loss payee using a standard loss payee clause on the Fire and Extended Coverage coverage. The name of the project must be listed under "Description of Operations" At a minimum, a 30-day written notice of cancellation, non-renewal, material change or termination is required. ME EXHIBIT C CDBG COMPLIANCE AFFIDAVIT STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § Date Affiant: Amistad rnmmuni Health Center Inc. Community Development Block Grant Subrecipient Affiant organization representative on oath swears the following statements are true: 1, r- , am the E xe cu tive nirector and CEO (title) Of Health Center. Inc. , a Texas nonprofit corporation, which has applied for and been awarded Community Development Block Grant ("CDBG") Program funds administered by the City of Corpus Christi ('City"). Prior to the start of the project for which CDBG funds have been awarded, as the representa-tive of the above-named subrecipient organization ( "S u b recipient "), I met with city staff and received copies of the following federal rules and regulations: OMB Circular A -110 24 CFR 85.43 and 85.44 OMB Circular A-122 24 CFR 570.200, 500, and 600 et. seq. OMB Circular A -133 49 CFR Part 24, 24.101-24.104 24 CFR Part 84 By execution of this affidavit, I attest that I have received the above-listed federal rules and regulations, I have been provided with a general explanation of this information, and I understand the Subrecipient' s obligations of performance under the rules and regulations. Furthermore, I acknowledge that there may be additional federal rules and regulations, beyond the rules and regulations listed above, to which the Subrecipient may be subject and with which the ply. Subrecipient ust om. ' """y By: ddy 4Herr Executive Director and CEO� Amista ommunity Health Center, Inc. Qm= 2012. SUPPLIERNUMBER Exhibit D TO BE ASSIGNED B _ PURCI IASIN+G DIVISION CITY OF CORPUS CHRISTI Co of DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, rewires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: , C— P. 0. BOX STREET ADDRESS: CITY: ,ar– ` STATE: ZIP - FIRM IS: 1. Corporation 2. Partnership 3. So 1t9 e� [] 4. Association 5. Other ; DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the naives of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing, the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or emplo ee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. thics Ordinance Section 2 -349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingl withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: — 7r- Title: Signature of Certifying Date: Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of th City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and wheth established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas, f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. City of Exhibit E Corpus Christi CERTIFICATION REGARDING LOBBYING i N L I 91K*161 :14 :11, kyj CV191M 0 0 4 :1 :11 LY, 1 :11 1 L I The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No 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 -11, "Disclosure Form 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 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. 2 t*,) b Date Print Name rized Individual Organization Name DWB ExhE (2) Certification Regarding Lobbying for 2012,doc