HomeMy WebLinkAbout132028 NORTHERN COLORADO HEALTH NETWORK - CONTRACT - CONTRACT - 20667 NORTHERN COLORADO AIDS PROJECTSUBRECIPIENT SERVICE AGREEMENT
COMMUNITY DEVELOPMENT BLOCK GRANT
PUBLIC SERVICE
AN AGREEMENT, by and between the City of Fort Collins hereinafter referred to as "City"
and NORTHERN COLORADO AIDS PROJECT, hereinafter referred to as "Subrecipient", by
which the Subrecipient agrees to carry out specific activities under the City's Community Development
Block Grant (CDBG) Program and establishing certain other terms and conditions of operation.
IT IS MUTUALLY AGREED AS FOLLOWS:
ARTICLE L PROJECT
SECTION 1. SCOPE OF SERVICES
The City, as recipient of a Community Development Block Grant (CDBG) from the United
States Department of Housing and Urban Development (HUD), hereby designates the Subrecipient to
undertake, and the Subrecipient hereby agrees to undertake the activities specifically described in the
application and summarized below:
A. General Statement
NCAP will provide service to 80 individuals with HIV/AIDS with medicine, emergency
housing, utilities assistance and critical emergency aid. Funds will be used to supplement
personnel costs, utility payments, provide medicine and emergency housing payments.
B. Subrecitdent Shall:
1. Reduce financial assistance requests and help clients gain self-sufficiency
2. Improve health and functioning due to stable housing
3. Increase financial incienrncl�v a_
4. Provide Service to 80 individuals.
SECTION 2. PROJECT DESCRIPTION
Tyne of Project Funded Amount
Public Service $10,000
Terms of Assistance: Grant Fiscal Year. 2004
Project Location Service Area
400 Remington, Fort Collins CO 80524 Fort Collins
Matrix Code: 03T National Objective: LMC
Basic Eligible Activity 24 CFR 570.201(e): Public Service
City:
CDBG Program
Advance Planning Department
City of Fort Collins
PO Box 580 (281 N. College)
Fort Collins CO 80522-0580
Subrecipient:
Northern Colorado AIDS Project
400 Remington
Fort Collins CO 80524
SECTION 5. CITIZEN AND CLIENT PARTICIPATION
The Subrecipient will have processes in place (satisfaction surveys, Board representation,
grievance procedures, etc.) which receive, document and utilize the input from low-income persons
potentially benefiting or affected by the program or project covered under this Agreement.
SECTION 6. ASSIGNMENT AND SUBCONTRACTING
The Subrecipient shall not assign or subcontract any portion of the services provided within
the terms of this Agreement without obtaining prior written approval from the City. All terms and
conditions of this Agreement shall apply to any approved subcontract or assignment related to the
Agreement.
SECTION 7. RESERVATION OF RIGHTS
Failure to insist upon strict compliance with any terms, covenants or conditions of this
Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right
or power at any time be taken to be a waiver of any other breach.
SECTION 8. AMENDMENTS TO AGREEMENT
The parties hereby further agree that this Agreement cannot be amended or modified without
the written concurrence of both parties.
SECTION 9. FAILURE TO PERFORM
In the event of a failure by the Subrecipient to comply, with any terms or conditions of this
Agreement or to provide in any manner the activities or other performance as agreed to herein, the
City reserves the right to temporarily withhold all or any part of payment pending correction of the
deficiency, suspend all or part of the Agreement, or prohibit the Agency from incurring additional
obligations of funds until the City is satisfied that corrective action has been taken or completed. The
option to withhold funds is in addition to, and not in lieu of, the City's right to terminate as provided
in Article IV Section 11 of the General Conditions of this Agreement. The City may consider
performance under this Agreement when considering future awards.
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SECTION 10. TERMINATION
If the Subrecipient fails to comply with the terms and conditions of this Agreement, the City
may pursue such remedies as are available in accordance with 24 CFR 85.43 including but not limited
to, the termination of this Agreement in the manner specified herein.
(A) Termination for Cause - If the Subrecipient fails to comply with the terms and conditions of
this Agreement and any of the following conditions exist:
(1) The lack of compliance with the provisions of this Agreement are of such scope and
nature that the City deems continuation of this Agreement to be substantially non -
beneficial to the public interest;
(2) The Subrecipient has failed to take satisfactory corrective action as directed by the
City or its authorized representative within the time specified by same;
(3) The Subrecipient has failed within the time specified by the City or its authorized
representative to satisfactorily substantiate its compliance with the terms and
conditions of this Agreement.
The City may terminate this Agreement in whole or in part, and thereupon shall notify in
writing the Subrecipient of the termination, the reasons therefore, and the effective date. The
effective date shall not be prior to notification of the termination by the City to the Subrecipient.
Costs resulting from obligations incurred by the Subrecipient after termination of the Agreement are
not allowable unless specifically authorized in writing by the City.
(B) Termination for Convenience
The award may be terminated for convenience, in whole or in part, as follows:
(1) By the City with the consent of the Subrecipient. The two parties shall agree upon the
termination conditions, including the effective date and in the case of partial
termination, the portion to be terminated, or
(2) By the Subrecipient upon submitting written notification to the City. The written
notification must set forth the reasons for the termination, the effective date, and in
the case of partial termination, the portion to be terminated. However, in the case of
a proposed partial termination, the City may terminate the award in its entirety if the
City determines that the remaining portion will not accomplish the purpose for which
the award was made.
(C) Termination for Withdrawal, Reduction or Limitation of Fundin
In the event that funding from the Federal government is withdrawn, reduced or limited in
any way after the effective date of this Agreement, and prior to its normal completion, the
City may summarily terminate this Agreement as to the funds reduced or limited,
notwithstanding any other termination provision of this Agreement. If the level of funding so
reduced or limited is so great that the City of Fort Collins deems that the continuation of the
program covered by the Agreement is no longer in the best interest of the public, the City may
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summarily terminate this Agreement in whole notwithstanding any other termination
provisions of this Agreement. Termination under this Section shall be effective upon receipt
of written notice by the Subrecipient or its representative.
SECTION 11. CLOSEOUT
Upon termination of this Agreement, in whole or in part for any reason including completion
of the project, the following provisions shall apply:
(A) Upon written request by the Agency, the City shall make or arrange for payment to the
Subrecipient of allowable reimbursable costs not covered by previous payments;
(B) The Subrecipient shall submit within thirty (30) days after the date of expiration of this
Agreement, all financial, performance and other reports required by this Agreement, and in
addition, will cooperate in a program audit by the City or its designee,
(C) Closeout of funds will not occur unless all requirements of 24 CFR 92.507 and all outstanding
issues with the general contractor and or subcontractor have been resolved to the satisfaction
of the City
SECTION 12. VENUE AND CHOICE OF LAW
If either party to this Agreement initiates any legal or equitable action to enforce the terms of
this Agreement, to declare the rights of the parties under this Agreement, or which relates to this
Agreement in any manner, the City and the Subrecipient agree that the proper venue for such action
is the Larimer County, Colorado, District Court. It is mutually understood and agreed that this
Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and
performance.
SECTION 13. SEVERABILITY CLAUSE
It is understood and agreed by the parties that if any part, term, or provision of this Agreement
is held by the courts to be illegal or in conflict with any law of the state where made, the validity of the
remaining portions or provisions shall not be affected, and the rights and obligations of the parties
shall be construed and enforced as if the Agreement did not contain the particular part, term, or
provision held to be invalid.
SECTION 14. INTEGRATED DOCUMENT
This Agreement with any attachments, and the Subrecipient's corresponding application for
the City's Competitive Process, incorporated by reference, constitute the entire agreement between
the parties and both parties acknowledge that there are no other agreements, written or oral, that
have not been fully set forth in the text of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the most
recent signatory.
Date: Q b ` �a _ oA
VAPPROVEDS TO FORM:
Deputy City Attorney
Project
Date: % " 2 `- 0
ATTEST:
-30
Board Secretary 1'1'd'�
�y ;may
HM NNd
THE CITY OF FORT COLLINS, COLORADO
A Municipal Corporation
By: r7, h
Darin A. Atteberr , Inte City an er
SUBRECIPIENT: Northern Colorado AIDS
Executive Director
Federal I.D. #: 84-1035151
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(Corporate Seal)
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INDEX TO CDBG AGREEMENT
Article I. Project
1. Scope of Services
2. Project Description
3. Term of Agreement
4. Program Reporting
Article II. Financial Conditions
1. Budget and Compensation
2. Documentation of Costs and Other Financial Reporting
3. Reimbursement
4. Program Income
Article M. Federal Conditions
1. Benefit to Low Income People
2. Uniform Administrative Requirements
3. Separation of Church and State
4. Federal Standards for Employment Practices
5. Local Employment and Purchasing
6. Federal Standards for Minority and Women -Owned Business Enterprises
7. Conflict of Interest
8. Displacement, Relocation, Acquisition and Replacement of Housing
9. Davis Bacon and Related Act
10. Lead Based Paint
11. Discrimination Prohibited
12. Architectural Barriers Act/Americans with Disabilities Act
13. Grantor Recognition
14. Other Program Requirements
Article IV. General Conditions
1.
Compliance with Laws
2.
Licensing and Program Standards
3.
Indemnity
4.
Notices
5.
Citizen Participation
6.
Assignment and Subcontracting
7.
Reservation of Rights
8.
Amendments to Agreement
9.
Failure to Perform
10.
Termination
11.
Close -Out
12.
Venue and Choice of Law
13.
Severability Clause
14.
Integrated Document
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(E) Inform the City concerning any funds allocated to the Subrecipient, that the Subrecipient
anticipates will not be expended during the Agreement period, and permit reassignment of the
same by the City to other subrecipients.
(F) Repay to the City any funds in its possession at the time of termination of this Agreement that
may be due to the City or the United States Department of Housing and Urban Development.
(G) Maintain complete records concerning the receipt and use of all program income. Program
income shall be reported on a monthly basis on forms provided by the City.
SECTION 3. REIMBURSEMENT
The City shall reimburse the Subrecipient only for actual incurred costs upon presentation of
properly executed reimbursement forms approved by the City. Only those allowable costs directly
related to the Agency's application, approved by the City shall be paid consistent with Article II,
Section 2. Documentation of Costs and Other Financial Reporting. The amount of each request
must be limited to the amount needed for payment of eligible costs.
In the event the City or United States Department of Housing and Urban Development
determines any funds were expended by the Subrecipient for unauthorized or ineligible purposes or the
expenditures constitute disallowed costs in any other way, the City or United States Department of
Housing and Urban Development may order repayment of the same. The Subrecipient shall remit the
disallowed amount to the City within thirty (30) days of written notification of the disallowance.
(A) The Subrecipient agrees that funds determined by the City to be surplus upon completion of
the Agreement will be subject to cancellation by the City.
(B) The Subrecipient agrees that upon expiration of this Agreement, the Subrecipient shall
transfer to the City any CDBG funds on hand at the time of expiration and any accounts
receivable attributable to the use of CDBG funds.
(C) The City shall be relieved of any obligation for payments if funds allocated to the City cease to
be available for any cause other than misfeasance of the City itself.
(D) The City reserves the right to withhold payments pending timely delivery of program reports
or documents as may be required under this Agreement.
SECTION 4. PROGRAM INCOME
Use of any program income received by the Agency with CDBG funds under this Agreement
shall comply with 24 CFR 570.504 (c).
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ARTICLE III. FEDERAL CONDITIONS
SECTION 1. BENEFIT TO LOW INCOME PEOPLE
All Subrecipients providing direct benefit services shall provide such services to benefit
extremely low, very low, and low income persons to the maximum extent feasible (but not less than
51%). Individual persons or families provided a specific direct benefit or service must qualify under
current income eligibility limits (% of AMI) as established by HUD. Any deviation can be made only
if it is clear that the service or benefit, to a person whose income exceeds very low and low income
persons, is otherwise necessary as an integral part of the activity. The Subrecipient shall maintain
records that clearly document the income range and household size of the persons it serves.
Furthermore, the Agency shall maintain records documenting if the person being served is a female
head of household, and/or is an ethnic/racial minority.
SECTION 2. UNIFORM ADMINISTRATIVE REQUIREMENTS
(A) Subrecipients which are governmental entities (including public agencies), shall comply with
the requirements and standards of OMB Circular No. A-87, `Principles for Determining Costs
Applicable to Grants and Contracts with State, Local and Federally recognized Indian Tribal
Governments" OMB Circular A-128, "Audits of State and Local Governments" (implemented
at 24 CFR Part 44) and with the following sections of 24 CFR Part 85 "Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments":
(1) Section 85.3, "Definitions";
(2) Section 85.6, "Exceptions";
(3) Section 85.12, Special grant or subgrant conditions for "high -risks' grantees";
(4) Section 85.20, "Standards for financial management system," except paragraph (a);
(5) Section 85.21, "Payment", except as modified by 570.513;
(6) Section 85.22, "Allowable costs";
(7) Section 85.26, "Non-federal audits";
(8) Section 85.32, "Equipment", except in all cases in which the equipment is sold, the
proceeds shall be program income;
(9) Section 85.33, "Supplies";
(10) Section 85.34, "Copyrights';
(11) Section 85.35, "Subawards to debarred and suspended parties";
(12) Section 85.36, "Procurement", except paragraph (a);
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(a) In all cases in which equipment is sold, the proceeds shall be program income
(prorated to reflect the extent to which CDBG funds were used to acquire the
equipment); and
(b) Equipment not needed by the subrecipient for CDBG activities shall be
transferred to the recipient for the CDBG program or shall be retained after
compensating the recipient;
(vii) Section 84.51 (b), (c), (d), (e), (0, (g), and (h), "Monitoring and Reporting
Program Performance";
(viii) Section 84.52, "Financial Reporting";
(ix) Section 84.53(b), "Retention and access requirements for records." Section
84.53(b) applies with the following exceptions:
(a) The retention period referenced in §84.53
(b) pertaining to individual CDBG activities shall be five years; and
(c) The retention period starts from the date of submission of the annual
performance and evaluation report, as prescribed in 24 CFR 91.520, in which the
specific activity is reported on for the final time rather than from the date of
submission of the final expenditure report for the award;
(x) Section 84.61, "Termination." In lieu of the provisions of §84.61,
CDBG subrecipients shall comply with §570.503 (b) (7); and
(4) Subpart D-"After-the Award Requirements," except for §84.71, "Close-out
Procedures."
SECTION 3. SEPARATION OF CHURCH AND STATE
In addition to, and not in substitution for, other provisions of this Agreement regarding the
provision of services utilizing CDBG funds the Subrecipient agrees that, in connection with such
services:
(A) It will not discriminate against any employee or applicant for employment on the basis of
religion and will not limit employment or give preference in employment to persons on the
basis of religion;
(B) It will not discriminate against any person applying for such public services on the basis of
religion and will not limit such services or give preference to persons on the basis of religion;
(C) It will provide no mandatory religious instruction or counseling, conduct no religious worship
or services, engage in no religious proselytizing, and exert no other religious influence in the
provision of such services;
SECTION 4. FEDERAL STANDARDS FOR EMPLOYMENT PRACTICES
The Subrecipient shall comply with Executive Order 11246 as amended by Executive Order
12086 and the regulations issued pursuant thereto (41 CFR Chapter 60) will not discriminate against
any employee or applicant for employment because of race, color, creed, religion, ancestry, national
origin, sex, disability or other handicap, age, marital status, or status with regard to public assistance.
The Subrecipient will take affirmative action to ensure that all employment practices are free from
such discrimination. Such employment practices include but are not limited to the following: hiring,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay
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or other forms of compensation and selection for training, including apprenticeship.
The Subrecipient agrees to post in conspicuous places, available to employees and applicants
for employment, notices setting forth the provisions of this nondiscrimination clause. 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 or Affirmative Action Employer.
Where employees are engaged in activities not covered under the Occupational Safety and Health
Act (OSHA) of 1970, they shall not be required or permitted to work, be trained or receive services in
buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to
the participants' health or safety.
SECTION 5. LOCAL EMPLOYMENT AND PURCHASING
Funding under this agreement is subject to the requirements of Section 3 of the Housing and
Urban Development Act of 1968, as amended, 12 USC 1701u. The Agency agrees to comply with
provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing
and Urban Development set forth in 24 CFR Part 135, and all applicable rules and orders of the
Department of Housing and Urban Development issued thereunder. The Agency agrees that they are
under no contractual or other disability which would prevent them from complying with these
requirements.
Section 3 requires that to the greatest extent feasible, opportunities for training and
employment be given to lower income residents of the project area and agreements for work in
connection with the project be awarded to business concerns which are located in or owned in
substantial part by persons residing in, the area of the project. Section 3 applies to training,
employment, contracting and other economic opportunities arising in connection with the
expenditure of housing assistance and community development assistance that is used for the
following projects: 1. Housing rehabilitation (including reduction and abatement of lead based paint
hazards, but excluding routine maintenance, repair and replacement); 2. Housing construction; and 3.
Other public construction.
SECTION 6. FEDERAL STANDARDS FOR MINORITY AND WOMEN -OWNED
BUSINESS ENTERPRISES
The Subrecipient will use its best efforts to afford minority and women -owned business enterprises
the maximum practicable opportunity to participate in the performance of this Agreement. As used in
this Agreement, the term "minority and female 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 Subrecipients regarding their status as minority and female business enterprises in lieu
of an independent investigation.
SECTION 7. CONFLICT OF INTEREST
No member, officer, or employee of the Subrecipient, or its designees or agents, no member of
the governing body of the City of Fort Collins, and no other public official, employee, or Board or
Commission member of the City of Fort Collins, who exercises any function or responsibilities with
respect to the program during his tenure or for one year thereafter, shall have any interest, direct or
indirect, in this Agreement or any Subagreement, hereto or the proceeds thereof. Any potential
conflict on the part of any of these parties shall be disclosed to representatives of the City's CDBG
Program or the City's Attorney's Office.
SECTION 8. DISPLACEMENT, RELOCATION, ACQUISITION AND REPLACEMENT OF
HOUSING
The Subrecipient shall comply with the requirements relating to displacement, relocation
acquisition and replacement of housing (24 CFR Part 570.606). Displacement of persons (families,
individuals, businesses, non-profit organizations and farms) as a result of activities assisted with CDBG
funds is generally discouraged.
SECTION 9. DAVIS BACON AND RELATED ACTS
The Agency shall comply with the requirements of the Davis -Bacon and Related Acts
(DBRA) when the contract for construction, alteration, and/or repair exceeds $2,000, is federally
assisted, and involves the employment of laborers and/or mechanics to perform the work.
SECTION 10. LEAD BASED PAINT
The Subrecipient shall comply with HUD Lead -Based Regulations (24 CFR Part 35 et al)
issued in the Federal Register, September 15, 1999 which require elimination, as far as practical, of
immediate hazards, due to the presence of paint in residential structures which may contain lead to
which children under seven years of age may be exposed.
SECTION 11. DISCRIM NATION PROHIBITED
(A) The Subrecipient shall not, on the grounds of race, color, sex, religion, national origin, creed,
marital status, or age:
(1) Deny a qualified individual any facilities, financial aid, services or other benefits
provided under this Agreement;
(2) Provide any facilities, services, financial aid, or other benefits which are different, or
are provided in a different manner, from those provided to others under this
Agreement;
(3) Subject an individual to segregated or separate treatment in any facility in, or in any
matter if process related to receipt of any service or benefit under this Agreement;
(4) Restrict an individual in any way in access to, or in the enjoyment of any advantage or
privilege enjoyed by others in connection with any service or benefit under this
Agreement;
(5) Treat anyone differently from others in determining if they satisfy any admission,
enrollment, eligibility, membership or other requirement or condition which the
individual must meet to be provided a service or benefit under this Agreement;
(6) Deny anyone an opportunity to participate in any program or activity as an employee
which is different from that afforded others under this Agreement.
(B) The Subrecipient shall abide by all applicable provisions of Section 504 of the HEW
Rehabilitation Act of 1973 as amended (implemented in 24 CFR part 8) prohibiting
discrimination against handicapped individuals, and the Age Discrimination Act of 1975
(implemented in 24 CFR part 146) prohibiting discrimination on the basis of age, either
through purpose or intent.
(C) If assignment and/or subcontracting has been authorized in writing, said assignment or
subcontract shall include appropriate safeguards against discrimination in client services
binding upon each contractor or subcontractor. The Subrecipient shall take such action as
may be required to ensure full compliance with the provisions of this section, including
sanctions for noncompliance.
SECTION 12. ARCHITECTURAL BARRIERS ACT/AMERICANS WITH DISABILITIES
ACT
The Subrecipeint shall meet the requirements, where applicable, of the Architectural Barriers
Act and the Americans with Disabilities Act, as set forth in 24 CFR 570.614. A building or facility
designed, constructed, or altered with funds allocated or reallocated under the CDBG program after
December 11, 1995 and that meets the definition of "residential structure" as defined in 24 CFR part
40.2 or the definition of "building" as defined in 41 CFR part 101-19.602(a) is subject to the
requirements of the Architectural Barriers Act of 1968 (42 USC 4151-4157) and shall comply with
the Uniform Federal Accessibility Standards (Appendix A to 24 CFR part 40 for residential structures,
and Appendix A to 41 CFR part 101-19, subpart 101.19.6, for general type buildings). The
Americans with Disabilities Act ("ADA") (42 USC 12131; 47 USC 155, 210, 218 and 255) requires
that the design and construction of facilities for first occupancy after January 26, 1993 must include
measures to make them readily accessible and usable by individuals with disabilities. The ADA
further requires the removal of architectural barriers and communication barriers that are structural in
nature in existing facilities, where such removal is readily achievable -- that is, easily accomplishable
and able to be carried out without much difficulty or expense.
SECTION 13. GRANTOR RECOGNITION
The Subrecipient shall ensure recognition of the role of the City in providing services through
this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be
prominently labeled as to funding source. In addition, the Subrecipient will include a reference to the
support provided herein in all publications made possible with funds made available under this
Agreement. Such labeling and/or reference shall include the following credit line: "Funding for
programs or projects of this agency has been provided in part by the Community Development Block
Grant (CDBG) Program through the City of Fort Collins."
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SECTION 14. OTHER PROGRAM REQUIREMENTS
The Subrecipient shall carry out each activity in compliance with all Federal laws and
regulations described in Subpart K of 24 CFR 570, regardless if the law is specifically stated in this
Agreement, except that:
(A) The Subrecipient does not assume the City's environmental responsibilities described in
Section 570.604; and
(B) The Subrecipient does not assume the City's responsibility for initiating the review process
under Executive Order 12372.
ARTICLE IV: GENERAL CONDITIONS
SECTION 1. COMPLIANCE WITH LAWS
The Subrecipient, in performance of this Agreement, agrees to comply with all applicable
Federal, State and Local Laws and ordinances, and the rules and regulations promulgated by the U.S.
Department of Housing and Urban Development, including but not limited to Federal Community
Development Block Grant Regulations and other policies and guidelines established for the City of
Fort Collins CDBG Program. Subrecipient agrees to comply with all provisions of the Americans
With Disabilities Act and all regulations interpreting or enforcing such act.
SECTION 2. LICENSING AND PROGRAM STANDARDS
The Subrecipient agrees to comply with and to obtain at its own expense, if necessary, all applicable
Federal, State, County or Municipal standards for licensing, certification and operation of facilities
and programs, and accreditation and licensing of individuals, and any other standards or criteria as
described in the Agreement to assure quality of services.
In the event of an investigation or suspension regarding any licensing related to the services for which
the City is providing funding under this Agreement, the City may terminate this Agreement and
withhold all further Agreement funds. In addition, monies already received under the terms of this
Agreement, may be owed back to the City. The City may also declare the Subrecipient ineligible for
any further participation in City Community Development Block Grant (CDBG), HOME Investment
Partnership, or Affordable Housing Fund Agreements.
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SECTION 3. INDEMNITY
The Subrecipient agrees to defend, indemnify and save harmless the City, its appointed and
elected officers and employees from and against any and all liability, loss, costs, damage and expense,
including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages
resulting from personal or bodily injury, including death at any time resulting from there, sustained or
alleged to have been sustained by any person or persons and on account of damage to property, arising
or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this
Agreement, whether such injuries to persons or damage to property is due to the negligence of
Subrecipient, its subcontractors, agents, successor, assigns. This provision shall be inapplicable to the
extent the City is judicially found solely negligent for such damage or injury.
SECTION 4. NOTICES
Any notices required to be given by the City to the Subrecipient or by the Subrecipient to the
City shall be in writing and delivered to the following parties at the following addresses:
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