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Ordinance No. 9,06020001214 -8 ORDINANCE NO. 9060 AN ORDINANCE AWARDING THE CONTRACT FOR COMMUNITY DEVELOPMENT REHABILITATION PROJECT NO. 00 -01 TO INVESTMENT GROUP, INC., FOR THE SUM OF TWENTY -FOUR THOUSAND EIGHT HUNDRED NINETY AND N01100 DOLLARS ($24,890.00); AUTHORIZING PAYMENT THEREOF; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the City of Baytown's Community Development Program did advertise for bids for Community Development Program Rehabilitation Project No. 00 -01 to be received December 11, 2000; and WHEREAS, notice to all bidders as to the time and place, when and where the contract would be let was published pursuant to provisions of Section 74 of the Charter of the City of Baytown; and WHEREAS, all bids were opened and publicly read at the Community Development Office at 10:00 a.m., Monday, December 11, 2000, as per published notice to bidders; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby accepts the bid of Investment Group, Inc., for the sum of TWENTY -FOUR THOUSAND EIGHT HUNDRED NINETY AND NO /100 DOLLARS ($24,890.00) for Community Development Rehabilitation Project No. 00 -01, being the repair and rehabilitation of 608 Yupon and authorizes payment thereof, providing that final payment will not be made to said contractor until completion and acceptance of the work by the owner and the Baytown Community Development Program. Section 2: That pursuant to the provisions of Texas Local Government Code Annotated 3 252.048, the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIVE THOUSAND AND NO /100 DOLLARS ($5,000.00) or less, provided that the original contract price may not be increased by more than ten percent (10 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor to such decrease. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 14t` day of December, 2000. PETE C. ALFARO, Nfayor ATT G W SMITH, City Clerk APP OVED AS TO FORM: ACIO RAMIREZ, , City Attorney d:\MyDocuments \Council \00 -01 \December\HousingRehab608Yupon Community Development Project No. 00 -D Rehabilitation Standard Revised December 14, 2000 CITY OF BAYTOWN STANDARD FORM OF AGREEMENT FOR COMMUNITY DEVELOPMENT PROJECTS BETWEEN OWNER AND CONTRACTOR THIS AGREEMENT is entered into by and between Alice Mae Jordan (`OWNER') and Investment Group (the `CONTRACTOR') with the approval of the CITY OF BAYTOWN (the OWNER'S REPRESENTATIVES) for the rehabilitation of the existing structure located at 608 Yupon, Baytown, Texas. 1. DEFINITIONS OF TERMS For the purpose of this Agreement, the definitions set forth in the City of Baytown's "General Conditions Applicable to All Community Development Housing Rehabilitation Projects" (the "General Conditions ") shall govern unless it is apparent from the context that it has a different meaning or unless such word is specifically defined herein. The General Conditions are incorporated herein for all intents and purposes and shall govern this Agreement. 1.01 AGREEMENT. The term Agreement shall mean and include all Contract Documents. 1.02 CONTRACTOR. The term CONTRACTOR shall mean Investment Group, the person, persons, partnership, or corporation who has agreed to perform the work embraced in the applicable Contract Documents, including any and all General Conditions, Plans and Specifications; General and Special Conditions; all Performance, Payment, and Special Bonds; Notice and Instruction to Bidders; and CONTRACTOR'S Proposal. 1.03 WORKERS The term workers shall mean persons who are selected by the CONTRACTOR to perform the work embraced in the applicable Contract Documents and as defined in the General Conditions 1.04. Workers selected by the CONTRACTOR shall have attended the "Safe Work Practices" 8- hour course offered by the Planning and Community Development before performing any lead reduction work. 1.04 OWNER. The term OWNER shall mean Alice Mae Jordan the person(s) who own in fee simple absolute the real property, including the improvements thereon, which is located at 608 Yupon, Baytown, Texas. -1- ® Community Development Project No--00-01 Rehabilitation Standard Revised December 14, 2000 1.05 WORK The term work as used herein shall mean and include all that is required to obtain a final product acceptable to the OWNER'S REPRESENTATIVE. The term project shall have like meaning. This project includes the following: rehabilitation of the existing structure located at 608 Yu�, Baytown, Texas. Alice Mae Jordan acknowledges that the work is necessary to complete immediate =airs to conditions on the Property that materially affect the health or safety of Alice Mae Jordan or others residing in the homestead. 199-M /1 W.11 FORBAR "'I NCOM The term lead clearance as used herein shall mean a test performed to identify lead- contaminated dust. If this test shows lead - contaminated dust above the lead clearance standard [24 CFR 35.1320. (b)(2)] is present, the unit has not been adequately cleaned and places the residents at risk. 2. CONTRACT DOCUMENTS 2.01 CONTRACT DOCUMENTS The Contract Documents shall consist of the General Conditions, Notice to Bidders, Scope of Work, Bid Schedule, Rehabilitation Bid Submission Form, Work Write -Up, Work Write -up Agreement, Signed Standard Form of Agreement, Performance and Payment Bonds (when required), Special Bonds (when required), Addenda, Technical Specifications, and Guidelines for Contractors and all modifications thereof incorporated in any of the documents before the execution of the Agreement concerning the above - referenced project number. 2.02 COMPLEMENTARY DOCUMENTS The Contract Documents comprise the entire agreement between the OWNER and the CONTRACTOR concerning the project. The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. 2.02 PRIORITY OF DOCUMENTS In case of conflict between any of the Contract Documents, priority of interpretation shall be in the following order: 2.02.01 2.02.02 2.02.03 2.02.03 2.02.04 2.02.05 2.02.06 2.02.07 2.02.08 2.02.09 2.02.10 Addenda to this Agreement dated, This Signed Standard Form of Agreement dated December 1", 2000, General Conditions, Performance and Payment Bonds (if required) , Special Bonds (if any), Work Write -Up, Work Write -up Agreement, Guidelines for Contractors, Technical Specifications, Scope of Work Bid Schedule, Notice to Bidders, and -2- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 2.02.11 Rehabilitation Bid Submission Form. The above - listed contract documents are incorporated herein by this reference the same as if fully copied and set forth at length. 2.03 AMENDING CONTRACT DOCUMENTS No amendments to this Agreement shall be effective and binding until it is reduced to writing and signed by the duly authorized representatives of both parties and approved in writing by OWNER'S REPRESENTATIVE. 3. OWNER'S REPRESENTATIVE The project shall be administered by the OWNER'S REPRESENTATIVE, which shall assume all duties and responsibilities and have the rights and authority assigned either to it or the OWNER in the Contract Documents, including, but not limited to, those enumerated in the General Conditions. 4. T ME: COMPLETION DATES, EXTENSIONS, DELAYS 4.01 The date of beginning and the date for final completion of work as specified in this Agreement and the General Conditions are essential conditions of this Agreement. 4.02 The work will be completed within forty -five (45) working days from the date specified on the notice to proceed that is given by the OWNER'S REPRESENTATIVE. In the event of any dispute, the records of the OWNER'S REPRESENTATIVE shall be conclusive evidence as to the date specified on the notice to proceed. 4.03 EXTENSIONS. 4.03.01 The CONTRACTOR has submitted its bid in full recognition of the time required for the completion of this project taking into consideration all factors, including, but not limited to, the average climatic range and industrial conditions. 4.03.02 The CONTRACTOR has considered the liquidated damage provision, and understands and agrees that it shall not be entitled to, nor will it request an extension of time for final completion under this Agreement, except when the work has been delayed by an act or neglect of the other contractors, if any, employed by the OWNER'S REPRESENTATIVE or by changes ordered in the work, or reductions thereto in writing. 4.03.03 Within seven (7) calendar days of any act or incident that the CONTRACTOR ® reasonably believes may justify an extension of time for final completion, the CONTRACTOR may apply in writing for an extension of such time, submitting therewith all written justification as may be required by OWNER'S REPRESENTATIVE. Thereafter, the OWNER'S REPRESENTATIVE, within seven (7) calendar days after receipt of a written request for an -3- Community Development Project No. 00-01 Rehabilitation Standard Revised December 14, 2000 extension of time from the CONTRACTOR, which is supported by all requested documentation, shall then grant or deny such written request. 4.04 DELAYS 4.04.01 The CONTRACTOR, in undertaking to complete the work within the time herein fixed, has taken into consideration and made allowance for all hindrances and delays incident to such work, whether growing out of delays in securing material or workmen or weather or otherwise. 4.04.02 No charge whatsoever shall be made by the CONTRACTOR for hindrances or delays from any cause whatever during the progress of any portion of the work contemplated by the specifications, but the OWNER'S REPRESENTATIVE may grant an extension of time for the completion of the work, provided the OWNER'S REPRESENTATIVE is satisfied that such delays or hindrances were due to the extraordinary causes or to the acts of omission or commission by the OWNER. 4.04.03 It is agreed that the granting of such extensions of time shall in no instance exceed the time actually lost by the CONTRACTOR for reason of such causes, provided that the CONTRACTOR shall give OWNER'S REPRESENTATIVE immediate notice in writing of the cause of the detention or delay. 4.05 FINAL COMPLETION. The CONTRACTOR shall notify the OWNER'S REPRESENTATIVE when the CONTRACTOR believes that the work is finally completed as defined in section 1.05 of the General Conditions. If theOWNER'S REPRESENTATIVE accepts the project as finally completed, the OWNER shall be so notified. If lead clearance is passed and OWNER'S REPRESENTATIVE accepts and deems such work finally complete, the CONTRACTOR shall be so notified and a certificate of final completion, as provided herein, shall be issued. Thereafter, the OWNER'S REPRESENTATIVE shall pay the balance due, if any and less any retainage, which shall be held for a period of thirty (30) calendar days after final completion. At the expiration of the thirty (30) calendar day period, the OWNER'S REPRESENTATIVE shall release any unclaimed retainage. 4.05.01 CONTRACTOR will be responsible for cleanup and for ensuring lead clearance of the project. If the work site does no pass clearance, the CONTRACTOR is responsible for additional cleaning and CONTRACTOR will be responsible for additional lead clearance test fees after the first clearance test. 5. PAYMENT 5.01 PAYMENT AMOUNT. The CONTRACTOR agrees to perform the work and the OWNER'S REPRESENTATIVE agrees to pay the CONTRACTOR the total amount of TWENTY -FOUR THOUSAND EIGHT HUNDRED NINETY DOLLARS ($24,890) for the completed and accepted work as set forth and adjusted in accordance with the terms of this Agreement and the General Conditions. -4- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 5.02 The CONTRACTOR and the OWNER'S REPRESENTATIVE understand and agree that payments made for the work performed by the CONTRACTOR shall be paid in accordance with the terms and conditions of section 7 of the General Conditions. 6. NATURE OF THE WORK It is understood and agreed that the CONTRACTOR has, by careful examination, satisfied itself as to the nature and location of the work, the confirmation of the ground and soil, the nature of any structures, the character, quality and quantity of the material to be utilized, the character of equipment and facilities needed for and during the prosecution of the work, the time needed to complete the work, CONTRACTOR'S ability to meet all deadlines and schedules required by this Agreement, the general and local conditions, the ability to perform safe work practices for the reduction of lead , the ability to pass a lead clearance test after all cleanup has been performed, and all other matters that in any way affect the work under this Agreement. 7. LIQUIDATED DAMAGES 7.01 It is expressly understood and agreed by the parties that time is of the essence to this Agreement and that the date set for the final completion of the work described herein is an essential condition of this Agreement. It is further understood and agreed that the date for final completion of the work is reasonable dates for the completion of the project, taking into consideration all conditions, including, but not limited to, the average climatic change and conditions and usual industrial conditions prevailing in this locality. 7.02 If the CONTRACTOR should neglect, fail, or refuse to complete the work required for final completion within the date specified in the Contract Documents, or any proper extension that is granted in writing by the OWNER'S REPRESENTATIVE, then the CONTRACTOR hereby agrees, as a part of the consideration for the awarding of this Agreement, that the OWNER'S REPRESENTATIVE may withhold permanently from the CONTRACTOR'S total Payment Amount the sum of One Hundred Dollars ($100) for each and every working day that the CONTRACTOR is in default after the date stipulated for either substantial or final completion as the case may be, not as a penalty, but as liquidated damages for the breach of the Agreement. 7.03 The amount of liquidated damages for the CONTRACTOR'S failure to meet the deadline for final completion is fixed and agreed on by the CONTRACTOR because of the impracticability and extreme difficulty in fixing and ascertaining actual damages that the OWNER and the OWNER'S REPRESENTATIVE would in such an event sustain. The amounts to be charged are agreed to be the damages that the OWNER and the OWNER'S REPRESENTATIVE would sustain and may, at the option of the OWNER'S REPRESENTATIVE, be retained from either current progress payment or from final payment. 8. INSURANCE 8.01 Throughout the term of this Agreement, the CONTRACTOR at its own expense shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death of persons or damages to property which may arise out of or result from the CONTRACTOR'S -5- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 operations and/or performance of the work under this Agreement, whether such operations and/or performance be by the CONTRACTOR, its agents, representatives, volunteers, employees or subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 8.02 The CONTRACTOR'S insurance coverage shall be primary insurance with respect to the OWNER and his volunteers and agents, including the OWNER'S REPRESENTATIVE. Any insurance or self - insurance maintained by the OWNER or the OWNER'S REPRESENTATIVE, its officials, employees or volunteers shall be considered in excess of the CONTRACTOR'S insurance and shall not contribute to it. Further, the CONTRACTOR shall include all subcontractors as additional insureds under its commercial general liability policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 8.03 The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this contract: (1) Workers' Compensation Policy * Statutory amounts required by Texas law. * Employer's Liability of $500,000. • Should CONTRACTOR have no employees, CONTRACTOR shall sign an affidavit to such effect and shall indemnify, protect, and defend the OWNER and OWNER'S REPRESENTATIVE from any claim arising from a person claiming to be an employee of CONTRACTOR. (2) Commercial General Liability Policy; * General Aggregate of $500,000. * Products and Completed Operations Aggregate of $500,000. * Personal and Advertising Injury of $500,000. * Minimum of $250,000 per occurrence. * Fire Damage of $50,000. * Coverage shall be at least as broad as ISO CG 00 01 10 93. * No coverage shall be deleted from the standard policy without notification of individual exclusions being attached for review and acceptance. (3) Automobile Liability Policy, which shall include the following: * Limits of $20,000/$40,000 /$15,000. * Should CONTRACTOR not own or use a vehicle in furtherance of the Project, CONTRACTOR shall sign an affidavit to such effect and shall indemnify, protect, and defend the OWNER and OWNER'S REPRESENTATIVE from any claim arising from the operation or use of a motor vehicle. 8.04 Upon execution of this contract, CONTRACTOR shall file with the OWNER'S REPRESENTATIVE valid Certificates of Insurance and endorsements acceptable to the -6- ®Community Development Project No, 00 -01 Rehabilitation Standard Revised December 14, 2000 OWNER'S REPRESENTATIVE. Such Certificates shall contain a provision that coverages afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (3 0) days' prior written notice has been given to the OWNER'S REPRESENTATIVE via certified mail, return receipt requested. A copy of a declaration page shall be acceptable as proof of the automobile liability coverage required herein. The CONTRACTOR shall also file with the OWNER'S REPRESENTATIVE valid Certificates of Insurance covering all Subcontractors. 8.05 The following are general requirements which are applicable to all policies: 8.05.01 General Liability and Automobile Liability insurance shall be written by a carrier with an A.M. Best Rating of A or higher in accordance with the current Best Key Rating Guide. —8.05:02-Only Insurance Carriers licensed to do business in the State of Texas will be accepted. 8.05.03 Deductibles shall be listed on the Certificates of Insurance and are acceptable only on a per occurrence basis. 8.05.04 Claims -made policies will not be accepted. 8.05.05 With respect to the Project, the City of Baytown shall be added as `Additional Insured' to all commercial general liability policies. The coverage shall contain no special limitation on the scope of protection afforded to the OWNER'S REPRESENTATIVE. 8.05.06A waiver of subrogation in favor of the OWNER'S REPRESENTATIVE with respect to Workers' Compensation Insurance must be included, should Workers' Compensation be required pursuant to section 8.03 (1). 8.05.07Upon request, certified copies of all insurance policies, declaration pages and/or certificates of insurance shall be furnished to the OWNER'S REPRESENTATIVE at no expense to OWNER'S REPRESENTATIVE. 9. SAFETY PRECAUTIONS 9.01 The CONTRACTOR shall indemnify, hold harmless, and defend the OWNER and the OWNER'S REPRESENTATIVE from any liability of whatever nature caused by the CONTRACTOR'S failure to comply with applicable federal, state, or local regulations that touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment no matter where fault or responsibility lies in accordance with section 11 hereof. -7- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 10. ROYALTIES AND LICENSING FEES The CONTRACTOR shall pay all royalties and license fees, and shall provide for the use of any design; device, material or process covered by letters patent or copyright by suitable legal agreement with the patentee or owner. The CONTRACTOR warrants that the products herebv incorporated into the proiect and/or anv product used in association with the proiect does not infringe upon or violate any patent, copyright, trade secret or any other proprietary right of any third party; in the event of any claim by any third party against the OWNER'S REPRESENTATIVE or its officers, agents, and /or employees, the OWNER'S REPRESENTATIVE shall notify the CONTRACTOR and the CONTRACTOR shall defend such claim, in the OWNER'S REPRESENTATIVE'S name, but at the CONTRACTOR'S expense, and shall indemnify, hold harmless, and defend the OWNER'S REPRESENTATIVE and its officers, agents, and anyone directly or indirectly employed by the OWNER'S REPRESENTATIVE in accordance with section 11 hereof. If the material, design, service, product or process specified or required by the OWNER'S REPRESENTATIVE - —is an infringement, the -CONTRACTOR shall -be responsible -for such loss, unless he promptly gives such information to the OWNER'S REPRESENTATIVE. 11. INDEMNITY 11.01 The CONTRACTOR agrees to and shall indemnify, hold harmless and defend, the OWNER, the OWNER'S REPRESENTATIVE, and their respective officers, agents and employees, from and against any and all claims, losses, damages, causes of action, suits and liability of every kind, including ,all'expenses of litigation, court costs, and attorneys' fees for iniury to or death of anv person, or for damage to anv property, arising out of or in connection with (i) the work ,done by the CONTRACTOR under this Contract, (ii) the touch upon or concern the maintenance of a safe and protected working environment and the safe use and operation of machinery and equipment in that working environment and/or (iii) the product(s) used in the performance of this Contract, where such injuries, death or damages are caused by the sole negligence of the CONTRACTOR or the ioint negligence of the OWNER and any other person or the .OWNER'S REPRESENTATIVE and any other person or entity. It is the expressed intention of the parties hereto, both the CONTRACTOR and the OWNER, that the indemnity provided for in this paragraph is an indemnity by the CONTRACTOR to indemnify, protect and defend the OWNER from the consequences of the OWNER'S own negligence, where that negligence is a concurring cause of the injury, death or damage. Furthermore, the indemnity provided for in this paragraph shall have no application to the OWNER for any claim, loss, damage, cause of action, suit and liability where the injury, death or damage results from the sole negligence of the OWNER, unmixed with the fault of any other person or entity. It is the expressed intention of the parties hereto, both the CONTRACTOR and the OWNER, that the indemnity provided for in this paragraph is an indemnity by the CONTRACTOR to indemnify, protect and defend the OWNER'S REPRESENTATIVE from the consequences of the OWNER'S REPRESENTATIVE 0 S own negligence, where that negligence is a concurring cause of the iniury, death or damage. Furthermore, the indemnity provided for in this paragraph shall -8- ® Community Development Project No 00 -01 Rehabilitation Standard Revised December 14, 2000 have no application to the OWNER'S REPRESENTATIVE for any claim, loss, damage, cause of action, suit and liability where the iniury, death or damage results from the sole negligence of the OWNER'S REPRESENTATIVE, unmixed with the fault of any other person or entity. 11.02 The CONTRACTOR shall indemnify, protect and defend the OWNER from the consequences of the OWNER'S and /or the OWNER'S REPRESENTATIVE'S concurrent negligence in accordance with section 11.01 for all work done by the CONTRACTOR, including, but not limited to, the following specific instances: 11.02.01 In the event the OWNER or the OWNER'S REPRESENTATIVE is damaged due to the act, omission, mistake, fault or default of the CONTRACTOR, then the CONTRACTOR shall indemnify and hold the OWNER AND THE OWNER'S REPRESENTATIVE harmless for such damage. 11.02.02 The CONTRACTOR shall indemnify and hold the OWNER and the OWNER'S REPRESENTATIVE harmless from any claims of material suppliers, mechanics, laborers, or other subcontractors. 11.02.03 The CONTRACTOR shall indemnify and hold the OWNER and the OWNER'S REPRESENTATIVE harmless from any and all injuries to or claims of adjacent property owners caused by the CONTRACTOR, its agents, employees and representatives. 11.02.04 The CONTRACTOR shall be responsible for any damage to the floors, walls, etc caused by the CONTRACTOR, its agents, employees and representatives or their equipment during installation. 11.02.05 The CONTRACTOR shall also be responsible for all subcontractors hired by it. 12. RELEASE By this Agreement, the OWNER and the OWNER'S REPRESENTATIVE do not consent to litigation and expressly revoke any consent to litigation that they may have granted by the terms of this Agreement, any charter, or applicable state law. The CONTRACTOR assumes full responsibility for the work to be performed and releases, relinquishes, and discharges the OWNER and the OWNER'S REPRESENTATIVE, its officers, agents and employees from all claims, demands and causes of action of every kind and character for any injury to, including, but not limited to, death of any person (whether third persons, the CONTRACTOR, or employees of either of the parties). This release includes the cost of defense of any claim and any loss of or damage to property (whether property of the parties or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the CONTRACTOR'S work to be performed under this Agreement whether or not said claims, demands, and causes of action are covered in whole or in part by insurance. -9- ® Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 r� 13. BREACH OF CONTRACT The OWNER'S REPRESENTATIVE shall have the right to declare the CONTRACTOR in breach of this Agreement for cause when the OWNER'S REPRESENTATIVE determines that this Agreement is not being performed according to its understanding of the intent and meaning of this Agreement. Such breach shall not in any way invalidate, abrogate or terminate the CONTRACTOR'S obligations under this Agreement. 14. TERMINATION 14.01 If this Agreement is terminated either for cause or convenience, the OWNER'S REPRESENTATIVE shall have the right but shall not be obligated to complete the work either itself or by others; and to this end, the OWNER'S REPRESENTATIVE shall be entitled to take possession of and use such equipment and materials as may be on the job site and to exercise all rights, options and privileges of the CONTRACTOR under its subcontracts, purchase orders or otherwise; and the CONTRACTOR shall promptly assign such rights, options, and privileges to the OWNER'S REPRESENTATIVE. (If the OWNER'S REPRESENTATIVE elects to complete the work itself or by others, pursuant to the foregoing, then the CONTRACTOR will reimburse the OWNER'S REPRESENTATIVE for all costs incurred by the OWNER'S REPRESENTATIVE (including, without limitation, applicable, general and administrative expenses, and field overhead, and the cost of necessary equipment, materials and field labor) in correcting work by the CONTRACTOR that fails to meet the requirements of the Contact Documents.) 14.02 After receipt of a notice of termination, the CONTRACTOR shall, in good faith and to the best of its ability, do all things necessary in light of such notice to assure the efficient and proper close -out of the terminated work (including, the protection of the OWNER'S property). Among other things the CONTRACTOR shall, except as otherwise directed or approved by the OWNER'S REPRESENTATIVE, do the following: (a) Stop the work on the date and to the extent specified in the notice of termination, (b) Place no further orders or subcontracts for services, equipment, or material, except as may be necessary for completion of such portion of the work as is not terminated; (c) Immediately terminate all orders and subcontracts to the extent that they relate to the performance of the work terminated by the notice of termination; (d) Assign to the OWNER'S REPRESENTATIVE, in the manner and to the extent directed by it, all of the right, title and interest of the CONTRACTOR under the orders or subcontracts so terminated in which case, the OWNER'S REPRESENTATIVE shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; -10- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 (e) With the approval of the OWNER'S REPRESENTATIVE, settle all outstanding liabilities and all claims arising out of such termination, orders and subcontracts; and/or (f) Deliver to the OWNER'S REPRESENTATIVE, when directed by the OWNER'S REPRESENTATIVE, all documents and all property, which if the work had been completed,.the CONTRACTOR would have been required to account for or deliver to the OWNER'S REPRESENTATIVE, and transfer title to such property to the OWNER'S REPRESENTATIVE to the extent not already transferred. 14.03 In the event of such termination, there shall be an equitable reduction of the Payment Amount to reflect the reduction in the work. Costs incurred after the effective date of the notice of termination shall not. be treated as reimbursable costs unless they relate to carrying out the unterminated portion or taking close -out measures. 15. TERMINATION FOR CAUSE 15.01 Without prejudice to any other legal or equitable right or remedy that the OWNER would otherwise possess hereunder or as a matter of law, the OWNER'S REPRESENTATIVE, upon giving the CONTRACTOR five (5) days' prior written notice, shall be entitled to terminate this Agreement in its entirety at any time for the following: 15.01.01 If the CONTRACTOR becomes insolvent, commits any act of bankruptcy, makes a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors; 15.01.02 If a receiver, trustee or liquidator of any of the property or income of the CONTRACTOR shall be appointed; 15.01.03 If the CONTRACTOR shall fail to prosecute the work or any part thereof with diligence necessary to ensure its progress and completion as prescribed by the time schedules; 15.01.04 If within five (5) calendar days after written notice thereof from the OWNER'S REPRESENTATIVE, the CONTRACTOR shall fail to remedy any defective work or work that does not conform to the requirements of this Agreement, the work write -up, specification, and other Contract Documents, or any other default under any of the terms, provisions, conditions, or covenants contained in this Agreement or any other current agreement between the CONTRACTOR and another OWNER for similar construction work on other property; or 15.01.05 If the CONTRACTOR shall fail for any reason other than the failure by the OWNER'S REPRESENTATIVE to make payment called upon when due. 15.02 In the event of such termination for cause, the CONTRACTOR shall only be paid its reimbursable costs incurred prior to the effective date of the termination and shall not be entitled to receive any further progress payment hereunder and shall be further subject to any claim that -11- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 the OWNER'S REPRESENTATIVE or the OWNER may have against the CONTRACTOR under the provisions of this Agreement or as a matter of law, including the refund of any overpayments of reimbursable costs or progress payments. 16. TERMINATION FOR CONVENIENCE 16.01 The performance of the work may be terminated at any time'in whole or in part, by the OWNER'S REPRESENTATIVE for its convenience. Any such termination shall be effected by delivery to the CONTRACTOR of a written notice (notice of termination) specifying the extent to which performance of the work is terminated and the date upon which termination becomes effective. If, for whatever reason, this contract is terminated for cause which is later determined not to exist, the parties agree that the contract will be deemed to be terminated for convenience. 16.02 In the event of termination for convenience, the CONTRACTOR shall only be paid -its reimbursable costs incurred prior to the effective date of the termination notice and shall not be - — entitled -to receive any further progress -payment hereunder and shall- be further subject to any claim the OWNER may have against the CONTRACTOR under other provisions of this Agreement or as a matter of law, including the refund of any overpayment of reimbursable costs and/or progress payment. 17. INVALIDITY If any provision of this Agreement shall be held to be invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provisions or provisions of this Agreement with the legal terms and conditions approximating the original intent of the parties. 18. ENTIRE AGREEMENT It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. There are no oral understandings, statements, promises or inducements contrary to the terms of this Agreement. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, representative or employee of the OWNER either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder. LITIGATION COSTS In the event of litigation, the CONTRACTOR agrees to pay and shall pay all of the attorney's fees, court costs and other litigation costs of the OWNER and the OWNER'S REPRESENTATIVE. TEXAS LAW 9 This Agreement has been made under and shall be governed by the laws of the State of Texas. -12- i ® Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 n PLACE OF PERFORMANCE The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. WAIVER Failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement or part hereof or the right of the OWNER or the OWNER'S REPRESENTATIVE thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived the same. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. HEADINGS The article headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation. GENDER AND NUMBER Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless context requires otherwise. CONSTRUCTION OF AGREEMENT The parties agree that this Agreement shall not be construed in favor of or against any party on the basis that the party did or did not author this Agreement. AUTHORITY TO ENTER CONTRACT Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations and/or business entities. CONTRACTOR warrants that the CONTRACTOR is not listed on the Disbarred and Suspended Contractors' List of the U.S. Department of Housing and Urban Development or of the City of Baytown and further agrees not to hire or utilize as a subcontractor or supplier any person if so listed. -13- C Community Development Project No. 00 -01 Rehabilitation Standard Revised December 15, 2000 CONFLICT OF INTEREST The CONTRACTOR and the OWNER represent and warrant that to the best of their knowledge no member of the following boards, governing bodies and organizations of the City of Baytown (i) has any personal interest, direct or indirect, in this Contract, (ii) has any financial interest, direct or indirect, or by reason of ownership of stock in any corporation, partnership, limited partnership, general partnership or sole proprietorship acting as the CONTRACTOR or subcontractor under this Contract, or (iii) serves as an officer, employee or agent of the CONTRACTOR or subcontractor engaged by the CONTRACTOR to perform any work related to or pursuant to this Contract: 27.01 the Board of Commissioners of the Housing Authority, 27.02 the Community Development Program, and 27.03- -the City Council - - - -- AGREEMENT READ The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. ASSIGNMENT CONTRACTOR may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of the OWNER'S REPRESENTATIVE. SUCCESSORS AND ASSIGNS This Agreement shall inure to the benefit of and be binding upon the CONTRACTOR and its successors and assigns. 28. MULTIPLE ORIGINALS It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. -14- Community Development Project No. 00 -01 Rehabilitation Standard Revised December 15, 2000 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the -�-� day of Deeern r , 200 0 the date of execution by the City Manager of the City of Baytown, Investment GrOUA (Name of Company) (Signature) - -- - - -- - - — - - Brenda East dve ifGt j� S" (Printed Name) ATTEST: GAY,Y S TH City Clerk APPROVED AS TO FORM: ® ACIO RAMIRE4,9k . City Attorney -15- President (Title) CITY OF BAYTOWN: MONTE MERCER, City Manager U Community Development Proiect No, 00 -0 1 Rehabilitation Standard Revised December 15, 2000 -16- O Owner's Sign re Alice Mae Jordan Owner's Printed Name 452 -44 -0473 Owner's Social Security Date: (N — T,6 6 OWNER: Owner's Signature Owner's Printed Name Owner's Social Security Number: Date: n LJ Community Development Proiect No 00 -01 Rehabilitation Standard Revised December 14, 2000 STATE OF TEXAS § COUNTY OF HARRIS § Before me, �� ;,,_ 4-- CLV � ,e_the undersigned notary public, on this day personally appeared Alice Mae Jordan, the owner of the structure to be rehabilitated, known to me (or proved to me on oath of , or through his/her current (description of identification card or other document issued by the federal government or any state government that contains this photograph and signature of the acknowledging person} to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he /she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this /L—:Aay of iPe 2000. Notary Public in and for the State of Texas My commission expires: C57"DD '�- STATE OF TEXAS COUNTY OF HARRIS Before me, , the undersigned notary public, on this day personally appeared ,owner of the structure to be rehabilitated, known to me (or proved to me on oath of , or through his /her current {description of identification card or other document issued by the federal government or any state government that contains this photograph and signature of the acknowledging person} to be the person whose name is subscribed to.the foregoing instrument and acknowledged to me that he /she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this -17- day of .2000. Notary Public in and for the State of Texas My commission expires: Community Development Project No. 00 -01 Rehabilitation Standard Revised December 14, 2000 STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared Brenda East I , in her capacity as President of Investment Group, on behalf of such corporation or other business entity, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this day of , 2000. Notary Public in and for the State of Texas My commission expires: c:klh50\community development lconstruction14.agreement -18-