Loading...
HomeMy WebLinkAboutST. STEPHEN'S MINISTRY- 2017 REPURPOSED FUNDS - HOPWA- $50,000.00 CONTRACT Between AUGUSTA, GEORGIA And ST. STEPHEN'S MINISTRY In the amount of $ 50,000.00 Fifty Thousand Dollars and 00/100 For Fiscal Year 2017(REPURPOSED FUNDS) Providing Funding From HOUSING OPPORTUNITES FOR PERSONS WITH AIDS (HOPWA) AN AGREEMENT FOR A $50,000.00 GRANT BETWEEN AUGUSTA, GEORGIA AND ST. STEPHEN'S MINISTRY — NONPROFIT CORPORATION, FOR PROVISION OF HOUSING SERVICES TO PERSONS WITH AIDS OR RELATED DISEASES AND THEIR FAMILIES UNDER THE HOUSING OPPORTUNIITES FOR PERSONS WITH AIDS (HOPWA) GRANT PROGRAM OF THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT. THIS AGREEMENT, made in Augusta, Georgia on 2017 by and between the Augusta, Georgia a political subdivision of the State of Ge rgia, acting through the Augusta Housing and Community Development Department, located at 925 Laney-Walker Blvd., Augusta, Georgia, 30901 and St. Stephens Ministry, a Georgia nonprofit corporation, organized and existing under the laws of the State of Georgia ("Project Sponsor"), the address of which is 922 Greene Street, Augusta, GA 30901. WHEREAS, Augusta, Georgia ("Augusta") has been awarded funds from the United States Department of Housing and Urban Development ("HUD") under the Housing Opportunities For Persons With AIDS (HOPWA) Program pursuant to Title VIII, Subtitle D, of the National Affordable Housing Act of 1990, for support of specialized housing throughout the Augusta, Georgia; Metropolitan Statistical Areas include: Burke, Columbia, McDuffie and Richmond counties (Georgia) and Aiken and Edgefield counties (South Carolina); WHEREAS, "Project Sponsor" is a provider of housing and supportive services for persons with AIDS or related diseases and their families in: Burke, Columbia, McDuffie, Warren and Richmond counties; WHEREAS, Project Sponsor desires to provide renovation, project-based housing assistance, and supportive services for persons with AIDS or related diseases and the families residing with the persons with AIDS or related diseases, Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 1 WHEREAS, this activity is eligible under the HOPWA regulations at 24 CFR 574.3000 (b)(3)(5)(7); WHEREAS, Augusta desires to enter into an agreement with the Project Sponsor to provide housing services under the provisions of the Grant in the amount of $ 50,000.00 ("Grant Funds"); WHEREAS, it is in the best interest of Augusta to amend said Agreement, NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, Augusta and Project Sponsor hereto agree as follows: ARTICLE 1. SCOPE OF SERVICES Project Sponsor shall carry out, or cause to be carried out, in a satisfactory and proper manner as determined by Augusta. In carrying out these services, Project Sponsor shall: (a) Operate the program in accordance with the provisions of this Agreement and applicable HUD regulations; (b) Conduct an ongoing assessment of the housing assistance and supportive services required by the participants in the program; (c) Assure the adequate provision of supportive services to the participants in the program; and (d) Comply with such other terms and conditions, including record keeping and reports which must include racial and ethnic data (on participants) for program monitoring and evaluations purposes, as Augusta or HUD may establish for purposes of carrying out the program in an effective and efficient manner. ARTICLE II. PERIOD OF THE AGREEMENT; EFFECTIVE DATE This agreement shall become effective on June , 2017and end on June 30, 2018, and unless cancelled pursuant to Article V of this Agreement, shall continue in full force and effect for two (2) year, or ninety(90) days following Augusta's full and complete disbursement of Grant Funds to Project Sponsor, and by reference made a part hereof, whichever comes first. ARTICLE III. DISBURSEMENT RATES AND REQUIREMENTS Augusta shall disburse Grant Funds to the Project Sponsor at the rates and in the amounts stipulated in the Payment Schedule/Procedures. Grant Funds received under this Agreement may not be used to replace other amounts made available or designated by state or local governments through appropriation for the same uses as outlined in Article I, Scope of Services. The Project Sponsor agrees to cooperate and coordinate in providing assistance under this Agreement with the agencies of the relevant state and local governments responsible for services in the area served by the Project Sponsor for eligible persons and other public and private organizations and agencies providing services for such eligible persons. Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 2 The Project Sponsor agrees that no fees, except rent, will be charged of any eligible person for any services provided with Grant Funds under this Agreement. The Project Sponsor also agrees to ensure the confidentiality of eligible persons receiving assistance under this Agreement. The Project Sponsor agrees to ensure the confidentiality of the name of any individual assisted with Grant Funds and any other information regarding individual receiving assistance. ARTICLE IV. PROGRAM INCOME As defined in 24 CFR Part 85, Section 85.25, program income means gross income received by Project Sponsor that has been directly generated by a HOPWA supported activity, or earned only as a result of the HOPWA grant agreement. In the event Project Sponsor receives program income for activities rendered hereunder, Project Sponsor shall account for program income in accordance with requirements set forth in 24 CFR Part 84, Section 84.24, and observe the provisions of Sections 84.30 through 84.37 regarding the disposition of real property that has been acquired in part or in whole with HOPWA funds. ARTICLE V. BILLING AND REPORTING REQUIREMENTS Project Sponsor shall submit invoices and all other necessary documentation on a monthly basis to substantiate payment requests. The invoices and documentation must meet the Augusta's auditing requirements and provide sufficient detail for a proper pre-audit and post-audit to ensure proper accounting and disbursement of Grant Funds. Billing and receipts shall be submitted on the Augusta's form . Project Sponsor shall submit cumulative Quarterly and Annual Service Reports utilizing the Housing Opportunities for Persons with AIDS (HOPWA) Program Annual Progress Report (APR) titled "Form HUD-40110-C (expiration date 10/31/2017)." Quarterly periods to be reported are October-December, January-March, April-June. Quarterly Service Reports are due by the 15th day of the month following the period reported. The Annual Service Report includes the last quarter period of July-September, covering the entire period of October-September, and is due no later than November 1st following the close of the program year. Additional information may be required as a result of requests from the Augusta or HUD. However, such information will not be required retroactively to previous Program Years. The Project Sponsor agrees to provide such additional information, as requested by Augusta or HUD. ARTICLE VI. MODIFICATION This Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE VII. DEFAULT/TERMINATION AND CANCELLATION A default shall consist of any use of Grant Funds for a purpose other than as authorized by this Agreement, noncompliance with the AIDS Housing Opportunity Act, 42 U.S.C. Sections 12901 to 12912 or the Housing Opportunities for Persons With AIDS Program Final Rule as amended in 61 FR 7963, February 29, 1996, HOPWA regulations published at 24 CFR 574, and 24 CFR Part 85.43. A default shall also consist of any material breach of the Agreement, failure to Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWA Page 3 comply with the audit requirements as provided in Article X herein, failure to expend Grant Funds in a timely manner, or misrepresentations in the application submission which, if known by Augusta and/or HUD, would have resulted in a Grant not being provided. Upon due notice to the Project Sponsor of the occurrence of any such default and the provision of a reasonable opportunity to respond, Augusta and/or HUD may take one or more of the following actions: (a) Direct the Project Sponsor to submit progress schedules for completing approved activities; (b) Issue a letter of warning advising the Project Sponsor of the default, establishing a date by which corrective action(s) must be completed and placing the Project Sponsor on notice that more serious sanctions will be taken if the default is not corrected and/or is repeated; (c) Direct the Project Sponsor to suspend, discontinue or not incur costs for the affected activity; (d) Condition a future Grant; (e) Reduce or recapture the Grant Funds; (f) Withhold payment of Grant Funds; (g) Direct the Project Sponsor to reimburse the program accounts for costs inappropriately charged to the program; (h) Other appropriate action including, but not limited to, any remedial action legally available, such as affirmative litigation seeking declaratory judgment, specific performance, damages, temporary or permanent injunctions, and any other available remedies; or, (i) Suspend or terminate this Agreement. For purposes of this Agreement, a reasonable opportunity to respond to any default shall be ten (10) calendar days from receipt by Project Sponsor of Augusta's written notice of such default. Except as otherwise permitted herein, this Agreement is subject to cancellation by either party on thirty(30) calendar days advance written notice. Notwithstanding any provision to the contrary, in the event the Project Sponsor is found in default of this Agreement or either party elects to cancel this Agreement at any time prior to disbursement of grant funds by providing the other party with a minimum of thirty (30) calendar days advance written notice, Augusta may elect to continue providing Grant Funds to the Project Sponsor for the continued provision of rental assistance and/or other housing related services until such time as the Project Sponsor takes the appropriate corrective action(s) to cure the default or Augusta, through the request for proposal ("RFP") process, enters into a separate agreement with another non-profit organization for the provision of services provided herein. Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWA Page 4 ARTICLE VIII. ENVIRONMENTAL REVIEW Project Sponsor agrees that it shall supply their local City or County government with all available, relevant information necessary to perform any required environmental review pursuant to HUD regulations at 24 CFR Part 58, as amended, for each property to be acquired, rehabilitated, converted, leased, repaired or constructed with Grant Funds; it shall carry out mitigating measures required by their local City or County government or select alternate eligible property; and it shall not acquire, rehabilitate, convert, lease, repair or construct property, or commit HUD or local funds to such program activities with respect to any such property, until it has submitted to the City appropriate records of environmental review from their local City or County government and received notice from Augusta that the environmental review is complete. ARTICLE IX. AUDIT REQUIREMENTS In the event, that during the period of this Agreement, Project Sponsor expends more than $500,000.00 in federal funds in an operating year from this and other federal grants, Project Sponsor shall, at its own cost and expense, provide for an independent audit to be conducted. The audit shall be completed, and a copy furnished to Augusta, within the earlier of thirty (30) calendar days after receipt of the auditor's report(s) or nine (9) months after the end of the audit period, unless a longer period is agreed to in advance by Augusta. For purposes of this Agreement, an operating and/or audit year is the equivalent to the Project Sponsor's fiscal year. The determination of when Grant Funds are expended is based on when the activity related to the expenditure occurs. The audit shall be conducted in compliance with the Office of Management and Budget Circular No. A-133, as amended and 24 CFR Parts 84 and 85, as applicable, which are made a part of this Agreement by reference thereto. In the event the audit shows that the entire funds disbursed hereunder, or any portion thereof, were not expended in accordance with the conditions of this Agreement, Project Sponsor shall be held liable for reimbursement to Augusta of all funds not expended in accordance with these applicable regulations and Agreement provisions within thirty (30) calendar days after Augusta has notified Project Sponsor of such non-compliance. Said reimbursement shall not preclude Augusta from taking any other action as provided in Article VI herein. If expenditure does not exceed $500,000.00 during an operating year, Project Sponsor shall provide Augusta with its annual financial statement within ninety (90) calendar days of the end of its operating year. Said financial statement shall be prepared by an actively licensed certified public accountant. ARTICLE X. NON-ASSIGNABILITY The Project Sponsor shall not assign any rights or obligations under this Agreement without the prior written consent of Augusta. Any purported assignment of rights or obligations in violation of this Article is void. Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 5 ARTICLE XI. INSURANCE During the term of this Agreement, Project Sponsor shall provide, pay for and maintain with companies satisfactory to Augusta, the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of Georgia. Such insurance shall be primary coverage afforded to the additional insured and shall contain a cross- liability or severability of interest clause. Liability policies shall provide that Augusta is an additional insured as to the operation of the Project Sponsor under this Agreement. In the event that the Project Sponsor fails to submit the certificate(s) verifying the minimum coverages and amounts specified herein, Augusta, at its own discretion, may withhold payment of Grant Funds until such time as the certificate(s) is received by Housing and Community Development. Each Certificate must be personally manually signed by the Authorized Representative of the insurance company shown in the Certificate with proof that he/she is an authorized representative thereof. Thirty (30) days written notice by must be given to the City of any cancellation, intent not to renew, or reduction in the policy coverages, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The insurance coverages required herein are to be primary to any insurance carried by Augusta or any self-insurance program thereof. The Project Sponsor shall be responsible for any deductibles under its policies. The Project Sponsor shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance. The acceptance of delivery to Augusta of any Certificate of Insurance evidencing the insurance coverage and limits required hereby, does not constitute approval or agreement by Augusta that the insurance requirements have been met or that the insurance policies shown in the Certificate of Insurance are in compliance with the requirements herein. (a) Workers' Compensation and Employers' Liability Insurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Georgia. The amount of the employers' liability insurance shall not be less than $1,000,000.00 bodily injury by accident each accident, $1,000,000.00 bodily injury disease each employee, and $1,000,000.00 bodily injury by disease policy limit. (b) Commercial General Liability Insurance shall be written on ISO occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $1,000,000.00 each occurrence and a $2,000,000.00 aggregate. Such policy shall include Augusta as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. The insurance shall not exclude coverage for sexual molestation. (c) Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Georgia to the ownership, maintenance, and use of all owned, non-owned, or hired vehicles used in connection with this Agreement. The minimum limit shall be $500,000.00 bodily injury and property damage combined single limit each accident. Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 6 A. U.S. President Executive Order 11246 1. Approved Plan The Subrecipient agrees that it shall be committed to carry out pursuant to the Grantee's specifications a program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. The Grantee shall provide program guidelines to the Subrecipient to assist in the formulation of such program. The Subrecipient shall submit a plan for approval prior to the award of funds. 2. Women-and Minority-Owned Businesses (W/MBE) (24 CFR 570.610 & Part 84 applies) The Subrecipient will use its best efforts to afford small businesses, minority business enterprises and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the terms "small business" means a business that meets the criteria set forth in section 3 (a) of the Small Business Act, as amended (15 U.S. C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. Disclaimer: Augusta-Richmond County, Georgia does not operate a DBE, MBE or WBE program but rather pursuant to its code of ordinances, this local government operates instead a local small business opportunity program. 3. Equal Employment Opportunity The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient; state that it is an Equal Opportunity. 4. Subcontract Provisions The Subrecipient will include the provisions of Paragraphs VIII.A, Civil Rights, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own Subrecipients or subcontractors. Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 7 Discrimination on the Basis of Age or Disability. The prohibitions against discrimination based on age under the Age Discrimination Act of 1975 (42 U.S.C. 6101-07) and implementing regulations at 24 CFR Part 146; the prohibitions against discrimination against disabled individuals (including persons with HIV/AIDS)under (d) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 CFR Parts 8 and 9; and applicable provisions of the Americans with Disabilities Act (42 U.S.C. 12101-12213) and implementing regulations at 28 CFR Part 35 (Nondiscrimination on the Basis of Disability in State and Local Government Services) and Part 36 (Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities). ANY LANGUAGE INCLUDED HEREIN THAT VIOLATES OR IS INCONSISTENT WITH THE MARCH 14, 2007 COURT ORDER IN THE CASE, THOMPSON WRECKING, INC. V. AUGUSTA, GEORGIA, (CIVIL ACTION NO. 1:07-cv-019 9S.D. Ga 2007),IS VOIDABLE BY THE AUGUSTA GOVERNMENT. (e) Fair Housing Requirements. The Project Sponsor shall comply with 24 CFR Part 100, Discriminatory Conduct Under the Fair Housing Act, a regulation issued under the authority of the Secretary of Housing and Urban Development to administer and enforce Title VIII of the Civil Rights Act of 1968, as amended by the Fair Housing Amendments Act of 1988 (42 U.S.C. 3601 —3631). (f) Affirmative Outreach. The Project Sponsor must adopt procedures to ensure that all persons who qualify for the assistance, regardless of their race, color, religion, sex, age, national origin, familial status, or disability, know of the availability of the HOPWA program, including facilities and services accessible to persons with a disability, and maintain evidence of implementation of the procedures. ARTICLE XIII. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES, REGULATIONS AND LAWS Project Sponsor shall comply with all applicable laws, orders, and codes of the federal, state and local governments as they pertain to this Agreement, including, but not limited to, the requirements of OMB Circulars A-122 and A-110. The Project Sponsor shall assist the City in complying with all of the terms and conditions of the government grants under Title XIII, Subchapter C, Part I of the Omnibus Budget Reconciliation Act of 1993 (26 U.S.C. 1391, et seq.), incorporated herein and made part of this Agreement by reference; and under Title VIII, Subtitle D, Housing Opportunities for Persons with AIDS (HOPWA) Grant Program (24 CFR Part 574), authorized by the AIDS Housing Opportunity Act (42 U.S.C. 12901) as amended by the Housing and Community Development Act of 1992 (Pub. L. 102-55, approved October 28, 1992), incorporated herein and made part of this Agreement by reference. Project Sponsor shall likewise comply with the Lead-Based Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at Part 35, subparts A, B, H, J, K, M and R, as applicable. Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWA Page 8 Project Sponsor, if a faith-based organization, shall comply with the terms and conditions set forth in CFR 24, Part 5 General HUD Program Requirements; Waivers, Section 5.109, Equal Participation of Religious Organizations in HUD Programs. Project Sponsor shall likewise comply with all applicable Augusta, Georgia Housing and Community Development Division Procedures and Policies as set forth in the City of Augusta Housing and Community Development Division Manual of Procedures and Standards, incorporated herein and by reference made a part hereof. Project Sponsor shall likewise comply with Augusta, Georgia Code of Ethics. Project Sponsor acknowledges agrees and commits that it shall comply with all applicable governmental and Augusta, Georgia rules and regulations including the Augusta, Georgia Code of Ethics. The failure of Project Sponsors to comply with this Business Ethics Commitment shall render this contract voidable and will subject Project Sponsor to debarment from future Augusta contracts. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the project as stated herein must recognize City as a sponsor, funded by HUD. ARTICLE XV. MAINTENANCE OF RECORDS Project Sponsor shall maintain all records and accounts including property, construction, personnel, client eligibility, housing assistance time limitations, and financial records related to the provision of services authorized hereunder to assure a proper accounting and monitoring of all Grant Funds. In the event that Augusta determines that such records are not being adequately maintained, Augusta may cancel this Agreement in accordance with Article VIII herein. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as Augusta, HUD, representatives of the Comptroller General of the United States or other federal agency may require. Project Sponsor will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. Augusta's right of inspection and audit shall obtain likewise with reference to any audits made by any other agency, whether local, state or federal. Project Sponsor shall retain all records and supporting documentation applicable to this Agreement for five (5) years from the date of submission of the annual performance report. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or the end of the required period, whichever is later. The retention period starts from the date of the Augusta's submission of the Consolidated Annual Performance and Evaluation Report (CAPER), as prescribed in 24 CFR 91.520, in which the activities as described in Exhibit "A" are reported on for the final time rather than from the date of submission of the final expenditure report for the award. Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWA Page 9 ARTICLE XVI. EVALUATION Augusta, in accordance with the HOPWA Policies and Procedures issued by the Augusta Housing and Community Development, shall be responsible for monitoring and evaluating all aspects of the services provided by Project Sponsor under this Agreement. Augusta shall have access to and be able to make copies and transcriptions of such records as may be necessary in the determination of Augusta or HUD to accomplish this evaluation, subject to state and federal confidentiality requirements. In order to properly monitor and evaluate the Project Sponsor's performance under this Agreement, Augusta shall make on-site inspections as often as it deems necessary. Failure by the Project Sponsor to assist Augusta in this effort, including allowing Augusta to conduct the on-site inspections and have access to the Project Sponsor's records, shall result in the imposition of sanctions as specified in Article VIII herein. Said evaluation shall be accomplished by Augusta through a management evaluation of the services provided under this Agreement during the term of this Agreement. ARTICLE XVII. NEGATION OF AGENT OR EMPLOYEE STATUS Project Sponsor shall perform this Agreement as an independent agent and nothing contained herein shall in any way be construed to constitute the Project Sponsor or any assistant, representative, agent, employee, independent contractor, partner, affiliate, holding company, subsidiary or subagent of the Project Sponsor to be a representative, agent, subagent, or employee of Augusta. Project Sponsor certifies its understanding that Augusta is not required to withhold any federal income tax, social security tax, state and local tax, to secure worker's compensation insurance or employer's liability insurance of any kind, or to take any other action with respect to this insurance or taxes of the Project Sponsor and assistant(s) of the Project Sponsor. In no event and under no circumstances shall any provision of this Agreement make Augusta or any political subdivision of the State of Georgia liable to any person or entity that contracts with or provides goods or services to the Project Sponsor in connection with the services the Project Sponsor has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against the Project Sponsor. There is no contractual relationship, either express or implied, between Augusta or any political subdivision of the State of Georgia and any person or entity supplying any work, labor, services, goods or materials to the Project Sponsor as a result of the provisions of the services provided by the Project Sponsor hereunder or otherwise. ARTICLE XVIII. SUBCONTRACTS Project Sponsor is required to provide all work pursuant to this Agreement and in no event shall any portion be subcontracted to any other party without Augusta's prior written consent. If any work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement. Project Sponsor is allowed to subcontract with properly licensed and insured contractors for services, including, but not necessarily limited to, new construction and building relocation and rehabilitation. All contracts with properly licensed contractors shall be in writing and subject to approval by Augusta. Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWAPage 10 Project Sponsor agrees to monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. Project Sponsor shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. The Project Sponsor shall undertake to insure that all subcontracts entered into under to the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to Augusta along with documentation concerning the selection process. Project Sponsor will include the provisions of Articles XIII and XIV, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subcontractors. ARTICLE XIX. CONFLICT OF INTEREST Project Sponsor guarantees that no member of, or Delegate to, the Congress of the United States shall be admitted to any share or part of this contract or to any benefit to arise from the same. Project Sponsor agrees that no member of the governing body of the locality in which the Project Sponsor is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to HOPWA-assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the HOPWA-assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or with respect to the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. Unless expressly permitted by HUD, Project Sponsor agrees that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Project Sponsor and who exercises or has exercised any functions or responsibilities with respect to HOPWA-assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the HOPWA-assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or with respect to the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. ARTICLE XX. INDEMNIFICATION Project Sponsor shall defend, hold harmless and indemnify Augusta from and against any and all liability, injury, loss, claims, damages, costs, attorneys' fees and expenses of whatever kind or nature which Augusta may sustain, suffer or incur or be required to pay by reason of: (1) The loss of any monies paid to Project Sponsor; (2) Fraud, defalcation or dishonesty on the part of any person representing, employed, contracting, or subcontracting by Project Sponsor; (3) Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Project Sponsor or any of its contractors, subcontractors, material men, suppliers or laborers in Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWAPage 11 the execution or performance of this Agreement: or (4) A judgment regardless of whether such judgement is covered by the insurance required under Article XII of this Agreement. The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against Augusta upon any liability arising out of the Agreement, or any other matter indemnified against, Augusta at once shall give notice in writing thereof to Project Sponsor by registered or certified mail addressed to Project Sponsor. Upon the receipt of such notice, Project Sponsor, at its own expense, shall defend against such action and take all such steps as may be necessary or proper to prevent the obtaining of a judgement against Augusta. ARTICLE XXI. PUBLIC RECORDS The Project Sponsor shall assist Augusta in complying with any and all public records requests made of Augusta pursuant to Chapter 119, Georgia Statutes, with regard to matters pertaining to this Agreement. As defined in §119.011(1), Georgia Statutes, the term "public records" means all documents, papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency. ARTICLE XXII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIII. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXIV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. ARTICLE XXV. GOVERNING LAW,JURISDICTION,AND VENUE This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia (without regard to the conflicts or choice of law principles thereof). The parties irrevocably consent to the jurisdiction of the State of Georgia, and agree that the Superior Court of Richmond County, Georgia, shall be an appropriate and convenient place of venue to resolve any dispute with respect to this Agreement. Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWAPage 12 ARTICLE XXVI. JURY TRIAL WAIVER Project Sponsor hereby waives any and all right it may have to a trial by jury of any issue arising out of or related to this Agreement. ARTICLE XXVII. SEVERABILITY If any item or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be affected and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. ARTICLE XXVIII. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Housing & Community Dev. Dept St. Stephen's Ministry Attn: Hawthorne Welcher, Jr., Director Executive Director—Faye Felts 925 Laney Walker Blvd. 2nd Floor 922 Greene Street Augusta, Georgia 30901 Augusta, Georgia 30901 ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated therein. Any and all Exhibits referenced in this Agreement shall be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Exhibits, then this Agreement will prevail. ARTICLE XXX. ESTOPPEL/WAIVER The failure of the Augusta to enforce any term or condition of this Agreement shall not constitute a waiver or estoppel of any subsequent violation of this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] -- Signature Pages to Follow— Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWAPage 13 IN WITNESS HERETO, the parties have set their hands and seals as of the date first written above ATTEST: AUGUSTA, GEORGIA (Grantee) BY: SEAL 0,c ti vial 14,"4.41..0.0-""*".....,, 0 110 /04* H. avis Jr. Date ®or ..).r l As Its Mayor 1 -;.'.: i (-!'4.47, -,',/'"::‘,'‘') -%14 1'0 e//c//7 , ,,,,, ,,,A., ..,,,i.,, ,, ,„,,, , i - 4,, Alf-., Len. w,Qner � DI ,luta.. $ �� ol(1 I I 1 6996 clerk o m ig eovi O Janice A. J. on Date '41ateO GtN , .i. Administer tt4—MP _ � 13 1 wthorne 'e- -r, Jr. ate Director, AHCD ATTEST: ST. STEPHEN'S MINISTRY,INC. Its . ::,..0,11rri 4.-112 1 4 40/.7.•07 D to Plain Witness Date Augusta Housing and Community Development Department-St.Stephen's Ministry HOPWAPage 14 Approved HOPWA Budget St. Stephen's Ministry Categories Approved Budget Short-Term, Rent, Mortgage and $ 25,000.00 Utilities Assistance (STRMU) Supportive Services and Case $ 12,500.00 Management Operations $ 9,000.00 Administration (must not exceed 7% of $ 3,500.00 project cost) Total $ 50,000.00 Augusta Housing and Community Development Department-St. Stephen's Ministry HOPWAPage 15