HomeMy WebLinkAboutC2020-401 - 7/28/2020 - Approved (2) HOME GRANT AGREEMENT
between the
CITY OF CORPUS CHRISTI, TEXAS
and
TG 110 VILLAGE AT MCARDLE, LP
and
TG 110, INC.
(TG 110, Inc., a Community Housing Development Organization (CHDO), is the sole member of
TG 110 Village at McArdle GP, LLC, which is the general partner of TG 110 Village at McArdle,
LP, and TG 110, Inc., is acting as the Sponsor of TG 110 Village at McArdle, LP)
STATE OF TEXAS §
COUNTY OF NUECES §
This HOME GRANT AGREEMENT (hereinafter "AGREEMENT") is hereby made and
entered into to be effective as of November ) , 2020, by and between the CITY OF CORPUS
CHRISTI, TEXAS (hereinafter the "City"), a Texas Home Rule Municipal Corporation, acting by
and through its City Manager or the City Manager's authorized designee, TG 110, INC., a Texas
nonprofit corporation (hereinafter "BORROWER"), and TG 110 VILLAGE AT MCARDLE, LP, a
Texas limited partnership (hereinafter "OWNER," and together with BORROWER, the
"BORROWER PARTIES," and individually a "BORROWER PARTY").
The general partner of OWNER is TG 110 Village at McArdle GP, LLC, a Texas limited
liability company, for which the sole member is TG 110, Inc., a Texas nonprofit corporation and
a CHDO acting in the capacity of a Sponsor.
The parties to this Agreement have severally and collectively agreed and by the
execution of this Agreement are bound to the mutual obligations and to the performance and
accomplishments of the tasks described in this Agreement.
WHEREAS, the general partner of the OWNER is TG 110 Village at McArdle GP, LLC, a
Texas limited liability company, for which the sole member is TG 110, Inc., a Texas nonprofit
corporation and a CHDO acting in the capacity of a Sponsor, any partnership agreement
between said entities must provide that it does not permit the CHDO or its subsidiary to be
removed as sole general partner or sole managing member, whichever is applicable, except for
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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SCANNED
cause. If the partnership agreement permits removal of the CHDO or its subsidiary for cause, it
must also stipulate that the new sole general partner or managing member, whichever is
applicable, can only be another CHDO.
WHEREAS, the CITY has received certain funds from the U.S. Department of Housing and
Urban Development ("HUD") under Title II of the National Affordable Housing Act of 1990, (P.L.
101-625) for utilization in connection with its HOME Investment Partnerships Program
(hereinafter"HOME Program"); and
WHEREAS, the CITY has adopted a budget for such funds and has included therein the
expenditure of$1,000,000 of FY 2020 HOME funds in the form of a subsidy loan to BORROWER
with 0.00% simple interest for a 20-year term with payments, if any, amortized over 40 years
(hereinafter, the "Loan"); and
WHEREAS, BORROWER shall loan the proceeds of the Loan to OWNER (the "Conduit
Loan"), to be used by OWNER for the construction and development (collectively, hereinafter,
"construction") of a residential rental market rate and Affordable housing apartment project
entitled, "Village at McArdle Apartments" (hereinafter, the "Project"); and
WHEREAS, no payment of principal and/or interest shall be payable under the Loan
unless (and subject to the next sentence and the expiration of all applicable notice and cure
periods) an Event of Default (as defined in the Deed of Trust) has occurred and is continuing
(beyond the expiration of all applicable notice, grace and cure periods) under (a) this
Agreement, (b) the terms of the Note or any of other Loan Documents, or (c) the Restrictive
Covenant of Affordability; provided, however, the CITY, in its reasonable discretion, may waive
in full or in part any requirement of this sentence. Upon the Maturity Date (as defined in the
Note), if no material Event of Default has occurred and is continuing, the amount of the Loan
which remains unpaid shall be deemed paid by BORROWER.
WHEREAS, as a part of the implementation and management of the Project by OWNER,
it is proposed that the Loan be made to BORROWER, which will in turn make the Conduit Loan
to OWNER, for, among other things, the construction of the Project upon real property
described on Exhibit 1, attached hereto and made a part hereof, and in the Preliminary Budget
and Construction Schedule which are attached to this Agreement as Exhibit A, incorporated
herein and made a part hereof for all purposes (such real property and any and all
improvements located or to be located on the real property are referred to herein as the
"Property"), such Loan to be secured by, among other things, the collateral assignment of the
Deed of Trust and the Assignment (each hereinafter defined) filed of record against the
Property, as evidenced by the Collateral Assignment (hereinafter defined), also filed of record
against the Property; and
WHEREAS, OWNER shall execute a covenant ("Restrictive Covenant of Affordability"),
to bind the Property for a period of twenty (20) years, to the terms set out in this Agreement
and in the sample of the Restrictive Covenant of Affordability that is attached to this Agreement
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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as Exhibit B. The executed Restrictive Covenant of Affordability will then replace the sample
Exhibit B attached to this Agreement. The text of the executed Restrictive Covenant of
Affordability is then, by agreement of the parties, incorporated into this Agreement by
reference, and the executed Restrictive Covenant of Affordability will be recorded in the Real
Property Records of Nueces County, Texas.
NOW THEREFORE, the parties hereto severally and collectively agree, and by the
execution hereof are bound, to the mutual obligations herein contained and to the
performance and accomplishment of the tasks hereinafter described:
I.TERM
1.1 This Agreement commences on the date of execution by the CITY and terminates on the
on the Maturity Date (as defined in the Note), unless otherwise specifically provided by the
terms of this Agreement, with terms of repayment set forth in the Note.
1.2 The completion date for construction work for the Project, which for purposes of this
Agreement and the other Loan Documents shall be evidenced by the issuance of certificates of
occupancy (or the jurisdictional equivalent) for the buildings located on the Property, shall be
no later than December 31, 2022.
1.3 The recital paragraphs and statements above preceding this Term section are hereby
incorporated into and made a part of this Agreement and the parties acknowledge that all such
paragraphs and statements are true.
II. SCOPE OF WORK
2.1 The Project will consist of the construction of 82 multi-family housing units, of which 70
will be Affordable multi-family housing units. HOME funds provided under this Agreement will
be utilized for the construction of eight (8) HOME-assisted floating units. Designation of the
HOME-assisted units shall be as follows: one (1) one-bedroom units, five (5) two-bedroom
units, and two (2) three-bedroom units. HOME subsidy does not exceed the limits provided at
§234 of the National Housing Act.
III. DEFINITIONS
3.1 For purposes of this Agreement, in addition to the definitions and references set forth
throughout this AGREEMENT, the following terms shall have the meanings indicated:
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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Affordable: In the context of the 70 "Affordable" units, "Affordable" means the unit is
set aside for households with incomes of 60% or less of the applicable area median
income.
Business Day: Every day of the week, except all Saturdays, Sundays and those scheduled
holidays officially adopted and approved by the CITY's City Council for its employees.
Construction Loan — The loan from the Senior Lender to OWNER in the amount of
$12,250,000.00, and which will be governed and secured by the Construction Loan
Documents.
Construction Loan Documents: The documents governing, securing and/or evidencing
the Construction Loan, including the Promissory Note dated on or about even date
herewith in the original principal sum of $12,250,000.00 executed by OWNER for the
benefit of Senior Lender. OWNER agrees to provide a copy of the Construction Loan
Documents upon request from the CITY.
Environmental Law: Any federal, state, or local law, statute, ordinance, or regulation,
pertaining to health, industrial hygiene, or the environmental conditions on, under, or
about the Property, including without limitation, the following, as now or hereafter
amended, Comprehensive Environmental Response, Compensation, and Liability Act of
1980 ("CERCLA"), 42 U.S.C.A. §9601 et seq.; Resource, Conservation and Recovery Act,
24 U.S.C.A. §6901 et seq. as amended by the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613; the Toxic Substances
Control Act, 15 U.S.C.A. §2601 et seq.; Emergency Planning and Community Right to
Know Act of 1986, 42 U.S.C.A. §1101 et seq.; Clean Water Act ("CWA"), 33 U.S.C.A.
§1251 et seq., Clean Air Act, 42 U.S.C.A. §7401 et seq.; Federal Water Pollution Control
Act, 33 U.S.C.A. §1251 et seq.; and any corresponding state laws or ordinances including
but not limited to the Texas Water Code §26.001 et seq.; Texas Health & Safety Code
§361.001 et seq.; Texas Solid Waste Disposal Act, Tex. Rev. Civ. Stat. Ann. Art. 4477-7;
and regulations, rules, guidelines, or standards promulgated pursuant to such laws,
statute and regulations, as such statutes, regulations, rules, guidelines, and standards
are amended from time to time.
Environmental Report: Phase I Environmental Site Assessment (ESA) Report dated
September 25, 2020, prepared by this Astex Environmental Services and bearing No. AE-
20-15206.
Governmental Authority: Any and all courts, boards, agencies, commissions, offices or
authorities of any nature whatsoever for any governmental unit (federal, state, county,
district, municipal, city or otherwise) whether now or hereafter in existence, having
jurisdiction over the applicable matter.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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Hazardous Materials: Any flammables, explosives, radioactive materials, asbestos,
petroleum products or other hazardous waste, including, without limitation, substances
defined as "hazardous substances," "hazardous materials" or "toxic substances" in any
Environmental Law; excluding however, standard prepackaged household items and
supplies and materials necessary for the construction and operation of the Property.
Improvements: The improvements now or hereafter located on the Property and being
generally described as the construction of an 82-unit multifamily rental development
located in Corpus Christi, Nueces County,Texas.
Leases: Any and all leases, subleases, licenses, concessions or other agreements
(written or oral, now or hereafter in effect) which grant a possessory interest in and to,
or the right to use, all or any part of the Property, together with all security and other
deposits made in connection therewith, and all other agreements, such as engineer's
contracts, utility contracts, maintenance agreements and service contracts, which in any
way relate to the design, use, occupancy, operation, maintenance, enjoyment or
ownership of the Property, save and except any and all leases, subleases or other
agreements pursuant to which OWNER is granted a possessory interest in the Property
and easement agreements filed of record prior to the Deed of Trust.
Legal Requirements: All laws, ordinances, statutes, codes, rules, regulations, orders and
decrees of the United States, the state, the county, the city, or any other political
subdivision in which the Property is located, and any other political subdivision, agency
or instrumentality exercising jurisdiction over either of the BORROWER PARTIES or the
Property, including, without limitation, the following (to the extent applicable to the
Property): the Civil Rights Act of 1964 (42 U.S.C. 2000(d); Equal Opportunity in Housing
(Executive Order 11063, as amended by Executive Order 12259); Executive Order 11246;
Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Equal Credit Opportunity Act (15
U.S.C. 1691 et seq.); Fair Credit Reporting Act (15 U.S.C. 1681 et seq.); Fair Housing Act
(42 U.S.C. 3601 et seq.); the Americans with Disabilities Act of 1990 (P.L. 101-336;
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794); Architectural Barriers Act
of 1968 (42 U.S.C. 4151 et seq.); Federal Drug Free Workplace Act of 1988 and the
regulations promulgated thereunder including, without limitation, 54 CFR Part 4956,
Section 3 of the Housing and Urban Development Act of 1968; Executive Orders 11625,
12432 and 12138, as amended; the Copeland "Anti-Kickback" Act (18 U.S.C. § 874 et
seq.); Sections 103 and 107 of the Work Hours and Safety Standards Act. (40 U.S.C. §
327 et seq.); the Uniform Relocation Assistance and Real Property Acquisition Policies
Act (42 U.S.C. § 4201 et seq.); the Housing and Community Development Act of 1974;
the National Environmental Policy Act (42 U.S.C. § 4321 et seq.); ("NEPA"); the Lead-
Based Paint Poisoning Prevention Act (42 U.S.C. § 4321 et seq.); the State of Texas
Senate Bill 1356; Title 8, and Chapter 92 of the Texas Property Code; Solid Waste
Disposal Act TEX. HEALTH & SAFETY CODE Ann. Ch. 361; Comprehensive Municipal Solid
Waste Management, Resource Recovery, and Conservation Act; TEX. HEALTH & SAFETY
CODE Ann. Ch. 363; County Solid Waste Control Act; TEX. HEALTH & SAFETY CODE Ann.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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Ch. 364; Texas Clean Air Act, TEX. HEALTH AND SAFETY CODE Ann. Ch.; and Hazardous
Communication Act, TEXAS HEALTH AND SAFETY CODE Ann. Ch. 502; and such
Governmental Requirements as may be amended from time to time or superseded and
all of their implementing regulations, as may be amended.
Loan Documents: (i) this AGREEMENT, (ii) the "HOME Promissory Note" executed by
Borrower in favor the CITY (the "Note"), (iii) the "Deed of Trust" (the "Deed of Trust"),
(iv) the "Assignment of Leases and Rentals" (the "Assignment"), (v) the Restrictive
Covenant of Affordability, (vi) the Certification Regarding Lobbying for Agreements,
Grants, Loans and Cooperative Agreements of even date herewith executed by
Borrower (the "Certification"), (vii) the Collateral Assignment of Note, Liens and Loan
Documents (the "Collateral Assignment"), and (viii) any and all other documents now or
hereafter executed by the BORROWER PARTIES to evidence or secure the payment of
the Indebtedness or the performance of the Obligations.
Obligations: Any and all of the covenants, conditions, warranties, representations and
other obligations (other than to repay the Indebtedness) made or undertaken by the
BORROWER PARTIES for the benefit of the CITY as set forth in any of the Loan
Documents.
Permanent Loan: The loan from the Senior Lender (in its capacity as lender under the
Permanent Loan Documents) in the amount of $[3,600,000.00], and which will be
governed and secured by the Permanent Loan Documents.
Permanent Loan Documents: The documents governing, securing and/or evidencing the
Permanent Loan, including the Note dated on or about even date herewith in the
original principal sum of $3,600,000.00 executed by OWNER for the benefit of Senior
Lender (in its capacity as lender under the Permanent Loan Documents). OWNER agrees
to provide a copy of the Permanent Loan Documents upon request from the CITY.
Plans: Any and all contracts and agreements, written or oral, between Architect and
OWNER , together with the final plans, specifications, shop drawings and other technical
descriptions prepared for the construction of the Improvements, and all amendments
and modifications thereof.
Property: Defined hereinabove.
Senior Lender: Wells Fargo Bank, National Association, a national banking association,
together with its successors and assigns.
Senior Loan Documents: Collectively, the Construction Loan Documents and the
Permanent Loan Documents.
TDHCA: Texas Department of Housing and Community Affairs, together with its
successors and assigns.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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Wells Subordination Agreement: That Subordination and Standstill Agreement dated of
even date herewith executed by the CITY, BORROWER, OWNER and Senior Lender.
IV. REPRESENTATIVES
4.1 Unless written notification by OWNER to the contrary is received and approved by the
CITY, the Executive Director of TG 110, Inc., shall be the BORROWER PARTIES' designated
representative responsible for the management of all contractual matters pertaining to this
AGREEMENT.
4.2 The CITY, acting through staff designated by the City Manager or the City Manager's
authorized designee, is responsible for the administration of this AGREEMENT.
4.3 Communications between the CITY and the BORROWER PARTIES shall be directed to the
designated representatives of each as set forth in paragraphs numbered 4.1 and 4.2
hereinabove.
V. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
5.1 The BORROWER PARTIES understand that funds provided to it pursuant to this
AGREEMENT are funds which have been made available to the CITY by the federal government
under the HOME Investment Partnerships Program (Final Rule) and in accordance with the
CITY's HUD-approved Grant Application and with other specific assurances made and executed
by CITY. The BORROWER PARTIES, therefore, assure and certify that they will comply, in all
material respects, with the requirements of the HOME Investment Partnerships Program (Final
Rule) and with all regulations promulgated thereunder, codified at Title 24 of the Code of
Federal Regulations. The BORROWER PARTIES understand , however, that the HOME
Investment Partnerships Program (Final Rule) in no way is meant to constitute a complete
compilation of all duties imposed upon the BORROWER PARTIES by law or administrative ruling,
or to narrow the standards which the BORROWER PARTIES must follow. Accordingly, The
BORROWER PARTIES understand that if the regulations and issuances promulgated pursuant to
the HOME Investment Partnerships Program (Final Rule) are amended or revised, it shall
comply with them, if required, or otherwise promptly notify the CITY pursuant to the provisions
of this AGREEMENT.
5.2 The BORROWER PARTIES understand that summaries of certain compliance
requirements mandated by applicable laws or regulations are available from the CITY, and that
the BORROWER PARTIES must at all times remain in compliance therewith; the BORROWER
PARTIES further understand that said summaries are intended only as such and in no way are
meant to constitute a complete compilation of all duties imposed upon the BORROWER
PARTIES by law or administrative ruling, or to narrow the standards which the BORROWER
PARTIES understand must follow.
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5.3 OWNER will inform all contractors and subcontractors receiving funds in connection
with this Project that they shall comply with any and all applicable federal and state laws, rules
and regulations and that provisions mandating compliance with all applicable federal and state
laws, rules, and regulations will be included as part of every contract awarded in connection
with this Project.
5.4 The BORROWER PARTIES shall observe and comply with all Legal Requirements in all
material respects.
VI. BORROWER'S WARRANTIES AND REPRESENTATIONS
6.1 Responsibility. The BORROWER PARTIES shall be solely responsible for all aspects of
their business and conduct in connection with the construction of the Property, including
without limitation:
(A) The quality and suitability of the Plans;
(B) Supervision of the construction of the Improvements;
(C) The qualifications, financial condition and performance of all architects,
engineers, contractors, subcontractors, material suppliers, consultants, and property
managers;
(D) Conformance of construction of the Improvements to all Legal Requirements and
to the requirements of this Agreement; and
(E) The quality and suitability of all materials and workmanship.
(F) The performance of the Project, of all services and activities set forth in this
AGREEMENT.
6.2 Performance. The BORROWER PARTIES hereby accept responsibility for the
performance, in a satisfactory and efficient manner as determined by the CITY, in its reasonable
determination and/or discretion, of all services and activities set forth in this AGREEMENT.
6.3 Legal Authority. All action on the BORROWER PARTIES' part requisite for the due
authorization, creation, issuance, execution and delivery of this AGREEMENT and the other
Loan Documents has been duly and effectively taken. More specifically, the BORROWER
PARTIES possess the legal authority, pursuant to any proper, appropriate and official motion,
resolution or action passed or taken, to enter into this AGREEMENT and the Loan Documents
and to perform the responsibilities herein required, and each of the Loan Documents entered
into by the BORROWER PARTIES understand constitutes a legal and binding obligation of, and is
valid and enforceable against, the applicable BORROWER PARTY and the Property (as the case
may be) in accordance with the terms thereof.
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6.4 Executive Director Authority. The BORROWER PARTIES represent, warrant, assure and
guaranty that the individual, herein the Executive Director of TG 110, Inc., executing this
AGREEMENT has full legal authority to execute this AGREEMENT on behalf of each of the
BORROWER parties, as applicable, and to bind the BORROWER parties, as applicable, to all
terms, performances and provisions herein contained.
6.5 Documentation of Authority. The BORROWER PARTIES have delivered to the CITY duly
executed documentation creating and lawfully establishing each of the BORROWER PARTIES,
including evidence of any required filing with the Secretary of State of the State of Texas.
6.6 Dispute as to Legal Authority. In the event that a dispute arises as to the legal authority
to enter into this AGREEMENT of either the BORROWER PARTIES or the person signing on
behalf of the BORROWER PARTIES, and same is not dismissed within ninety (90) days, the CITY
shall have the right, at its option, to either temporarily suspend or permanently terminate this
AGREEMENT. Should the CITY suspend or permanently terminate this AGREEMENT pursuant to
this paragraph, however, the Borrower Parties shall be liable to the CITY for any money it has
received from the CITY (pursuant to the Loan to BORROWER) for performance of any of the
provisions hereof.
6.7 Claims. Except as may be otherwise set forth on any exhibit attached hereto, there are
no claims, demands, suits, proceedings, causes of action or other actions (hereinafter
collectively referred to as "claims") of a material nature pending or, to the knowledge of the
BORROWER PARTIES, threatened against or affecting the BORROWER PARTIES or the Property,
or involving the validity or enforceability of the Deed of Trust, the Collateral Assignment, or the
priority of the liens and security interests created therein; and no event has occurred (including
specifically the BORROWER PARTIES' execution of the respective Loan Documents, and
BORROWER's consummation of the Loan) which will violate, be in conflict with, result in the
breach of or constitute (with due notice or lapse of time, or both) a default under any Legal
Requirement or result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever on the Property other than the liens and security interests created by or
expressly permitted under the Loan Documents.
6.8 Notice of Claims. In the event that any material claims are made or brought against the
BORROWER PARTIES or the Property, OWNER shall give written notice thereof to the CITY
within five (5) business days after itself being notified. OWNER's notice to the CITY shall state
the date OWNER received written notice of the claim; the names and addresses of those
instituting or threatening to institute the claim, the basis of the claim; and the name(s) of any
others against whom the claim is being made or threatened. Written notice pursuant to this
Article shall be delivered in accordance with the terms of Section 38.2 of this AGREEMENT.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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6.9 Compliance with Legal Requirements.
(A) OWNER has (or will have when required) (i) received all requisite building
permits and approvals required for the commencement of construction of the Project,
(ii) filed and/or recorded all requisite plats and other instruments, and (iii) complied or
ensured the compliance with all Legal Requirements required to be met prior to
commencement of the construction work done in connection with the Project.
(B) The HOME-assisted units to be constructed in accordance with this AGREEMENT
must, at a minimum, meet or exceed the requirements of the Texas Property Code
relating to security devices and other applicable requirements for residential tenancies
and will adhere to the City of Corpus Christi Building Code, and all other required
property standards in accordance with 24 C.F.R. § 92.251.
6.10 Notice to Proceed. Within sixty (60) days following the date of the closing of the
purchase of the Property, OWNER must receive a "Notice to Proceed" from Senior Lender and
the CITY prior to the start of any construction activities and/or prior to disbursements of
funding for eligible costs, other than amounts funded at the closing of the purchase of the
Property.
6.11 Streets, Easement, Utilities and Services. All streets, easements, utilities and related
services necessary for the construction of the Improvements and the operation thereof for
their intended purpose are (or will be when required) available to the boundaries of the Land,
including, without limitation, potable water, storm and sanitary sewer, gas, electric, telephone
and garbage removal.
VII. ENVIRONMENTAL LAW REQUIREMENTS
7.1 Based upon the Environmental Report, OWNER warrants that, to the best of OWNER's
knowledge, the Property has not been the site of any activity that would violate any past or
present Legal Requirements, including, without limitation, any Environmental Law, except as
disclosed in the Environmental Report. Specifically, without limitation, except as disclosed in
the Environmental Report, (i) no solid waste, as that term is defined in the Texas Solid Waste
Disposal Act, and no petroleum or petroleum products have been handled on the Property such
that they may have leaked or spilled on to the Property or contaminated the Property, (ii) there
is no on-site contamination resulting from activities on the Property or adjacent tracts, (iii)
there is no off-site contamination resulting from activities on the Property, (iv) the Property
contains no Hazardous Materials, and (v) there are no underground storage tanks located in, on
or under the Property.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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VIII. MAINTENANCE OF EFFORT
8.1 OWNER agrees that the funds and resources provided to it under the terms of this
AGREEMENT shall in no way be substituted for funds and resources provided from other
sources, nor shall such funds and resources in any way serve to reduce the funds, resources,
services, or other benefits which would have been available to, or provided through, OWNER
had this AGREEMENT not been executed.
IX. PERFORMANCE BY BORROWER
9.1 The BORROWER PARTIES, in accordance and compliance with the terms, provisions and
requirements of this AGREEMENT, shall manage, perform and provide all of the activities and
services required of the applicable BORROWER PARTY under this AGREEMENT in connection
with the Project to the CITY's satisfaction, in its reasonable determination and/or discretion.
The funds available for utilization hereunder shall be expended only in accordance with the
terms of this AGREEMENT for construction of eight (8) HOME-assisted units. OWNER shall
submit a Project budget and construction schedule ("Construction Schedule") within ten (10)
days of start of construction activities, to replace the Preliminary Budget and Construction
Schedule at Exhibit A.
X. DRAW REQUESTS
10.1 Provided no Event of Default (as defined in the Deed of Trust) has occurred and remains
uncured, the CITY will deliver funding reimbursement to BORROWER, which will in turn loan
such funds to OWNER, to be used by OWNER to construct the Project, up to One Million and
00/100 Dollars ($1,000,000.00), upon request of the BORROWER PARTIES as work in place is
completed and construction work has been verified by the CITY. The CITY shall retain 10% of
the funds, or $100,000.00, until construction of the Project is complete, which estimated to be
at the same time as Draw 5 below. Upon completion of Project construction, the CITY will
deliver$100,000.00 to BORROWER, which will in turn loan such funds to OWNER, together with
the remaining undisbursed proceeds of the Loan.
10.2 OWNER estimates the following draw schedule, which the CITY hereby approves;
provided, however, the BORROWER PARTIES shall not be bound by the following draw
schedule:
Draw 1 - $ 200,000.00 estimated March 15, 2021
Draw 2 - $ 200,000.00 estimated June 15, 2021
Draw 3 - $ 200,000.00 estimated August 15, 2021
Draw 4- $ 200,000.00 estimated October 15, 2021
Draw 5 - $ 200,000.00 estimated January 1, 2022
Total $1,000,000.00
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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Upon completion of Project construction funding in the amount of $100,000.00, together with
the remaining undisbursed proceeds of the Loan, which is estimated to occur at the same time
as Draw 5, will be delivered to BORROWER, which will in turn deliver such funds to OWNER.
Xl. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 Except as otherwise provided in the Permitted Exceptions (as defined in the Deed of
Trust), prior to and during the period of time that payment may be made hereunder and so
long as any payments remain unliquidated, OWNER covenants that it shall not, without the
prior written consent of the CITY's Manager or the City Manager's authorized designee, such
consent not to be unreasonably delayed, withheld or conditioned:
(A) Further mortgage, pledge, or otherwise encumber or cause to be encumbered
any of the assets of OWNER ow owned or hereafter acquired by it, except for pursuant
to the Senior Loan Documents and the Loan Documents, and any refinancing thereof,
and the CITY expressly permits such refinancings;
(B) Permit any pre-existing mortgages, liens, or other encumbrances to remain on or
attached to any of the assets of OWNER which are allocated to the performance of this
AGREEMENT and with respect to which the CITY has ownership hereunder;
(C) Sell, assign, pledge, transfer or otherwise dispose of OWNER's accounts
receivable, notes or claims for money due or to become due, other than to the Senior
Lender and the CITY, and other than collateral assignments by OWNER's general partner
of its interests in OWNER's to secure funding for the Project, removal of OWNER's
general partner in accordance with the terms of OWNER's partnership agreement, and
transfers by OWNER's limited partners of their limited partnership interests in OWNER
pursuant to OWNER's partnership agreement shall not require the consent of the City.
(D) Sell, convey, or lease all or any substantial part of OWNER's assets other than for
residential use; or
(E) Make any advance or loan to, or incur any liability as guarantor, surety or
accommodation endorser for any other firm, person, entity or corporation.
11.2 Each of the foregoing representations, warranties and covenants shall be continuing and
deemed repeated each time BORROWER submits a new request for disbursement of proceeds
of the Loan in accordance with the terms, provisions and requirements of this AGREEMENT.
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XII. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
12.1 The BORROWER PARTIES shall comply with all applicable local, state and federal equal
employment opportunity and affirmative action rules, regulations and laws.
XIII. NONDISCRIMINATION
13.1 The BORROWER PARTIES covenants that it, or its agents, employees or anyone under its
control, will not discriminate against any individual or group on account of race, color, sex, age,
religion, national origin, handicap or familial status, in employment practices or in the use of or
admission to the Property, which said discrimination The BORROWER PARTIES acknowledge is
prohibited.
XIV. CONFLICT OF INTEREST
14.1 The BORROWER PARTIES covenant that neither it nor any member of its governing body
or of its staff presently has any interest, direct or indirect, which would conflict in any manner
or degree with the performance of services required to be performed under this AGREEMENT.
The BORROWER PARTIES further covenant that in the performance of this AGREEMENT, no
persons having such interest shall be employed or appointed as a member of its governing body
or of its staff.
14.2 The BORROWER PARTIES further covenant that no member of its governing body or of
its staff shall possess any interest in, or use their position for, a purpose that is or gives the
appearance of being motivated by desire for private gain for themselves or others, particularly
those with which they have family, business, or other ties.
14.3 No member of the CITY's governing body or of its staff who exercises any function or
responsibility in the review or approval of the undertaking or carrying out of this AGREEMENT
shall:
(A) Participate in any decision relating to this AGREEMENT, which may affect his or
her personal interest or the interest of any corporation, partnership, or association in
which he or she has a direct or indirect interest; or
(B) Have any direct or indirect interest in this AGREEMENT or the proceeds thereof.
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XV. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS
15.1 The BORROWER PARTIES shall comply with non-procurement, debarment and
suspension standards set forth in 2 CFR Part 180, Subpart C, as required by 2 CFR Part 2424, and
shall not employ, award a contract to, or fund any person that has been debarred, suspended,
proposed for debarment or placed on ineligibility status by HUD or the Department.
15.2 The BORROWER PARTIES certify, and the CITY relies thereon in execution of this
AGREEMENT, that neither of the BORROWER PARTIES, nor any of their Principals, are presently
debarred, suspended, proposed for debarment, or declared ineligible, or voluntarily excluded
for the award, proposed for debarment, or declared ineligible, or voluntarily excluded for the
award of contracts by any Federal governmental agency or department.
15.3 "Principals," for the purposes of this certification, means officers, directors, owners,
partners, and persons having primary management or supervisory responsibilities within a
business entity (e.g., general manager, plant manager, head of subsidiary, division, or business
segment, and similar positions).
15.4 OWNER shall provide prompt written notice to the CITY, in accordance with the
AGREEMENT if, at any time during the term of this AGREEMENT, including any renewals hereof,
OWNER learns that the BORROWER PARTIES' certification was erroneous when made or has
become erroneous by reason of changed circumstances.
15.5 The BORROWER PARTIES certification in this Section XV is a material representation of
fact upon which the CITY has relied in entering into this AGREEMENT. Should the CITY
determine, at any time during this AGREEMENT, including any renewals hereof, that this
certification is false, or should it become false due to changed circumstances, the CITY may
terminate this AGREEMENT in accordance with the Termination provision herein.
XVI. SUB-CONTRACTING
16.1 Any other clause of this AGREEMENT to the contrary notwithstanding, none of the work
or services covered by this AGREEMENT shall be sub-contracted without the prior written
approval of the CITY. Any work or services approved for sub-contracting hereunder, however,
shall be sub-contracted only by written contract or agreement and, unless specific waiver is
granted in writing by the CITY, shall be subject by its terms to each and every provision of this
AGREEMENT. Compliance by sub-contractors with this AGREEMENT shall be the responsibility
of OWNER. Notwithstanding the foregoing, the CITY acknowledges that OWNER will enter into
(a) a construction contract with a general contractor, which will in turn enter into a subcontract
with a subcontractor, (b) a development agreement with a developer, (c) a supportive services
agreement with a supportive services provider, (d) a property management agreement with a
property manager, and (e) a compliance management agreement with a compliance agent, for
each such party to provide services with respect to the construction and operation of the
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Project. Such sub-contractors are expressly permitted, and it is acknowledged that the general
contractor, the developer, the supportive services provider, the property manager, and the
compliance agent will be permitted to sub-contract certain services under their respective
contracts.
16.2 OWNER agrees that no sub-contract approved pursuant to this AGREEMENT shall
provide for payment on a "cost plus a percentage of cost" basis.
16.3 Despite the CITY's approval of a sub-contract, the CITY shall in no event be obligated to
any third party, including any sub-contractor of OWNER, for performance of work or services,
nor shall the CITY funds ever be used for payment of work or services performed prior to the
date of AGREEMENT execution or extending beyond the date of AGREEMENT expiration.
XVII. RECORDS AND REPORTS, and MONITORING AND INSPECTION
17.1 Records and Reports.
(A) Any and all information, reports, papers and other data (including, without
limitation, any and all balance sheets, statements of income or loss, reconciliation of
surplus and financial data of any other kind) heretofore furnished, or to be furnished, to
the CITY by or on behalf of the BORROWER PARTIES are, or when delivered will be, true
and correct in all material respects; all financial data has been, or when delivered will
have been, prepared in accordance with generally accepted accounting principles
consistently applied and fully and accurately present, or will present, the financial
condition of the subjects thereof as of the dates thereof; and, with respect to the
financial data heretofore furnished, no materially adverse change has occurred in the
financial condition reflected therein since the dates thereof.
(B) Maintenance of records shall be in compliance with all terms, provisions and
requirements of this Agreement and with all applicable federal and state regulations
establishing standards for financial management; and the record system shall contain
sufficient documentation to provide in detail full support of each expenditure. The
BORROWER PARTIES agree to retain, for the period of time and under the conditions
specified in writing by the CITY, all books, records, documents, reports, and written
accounting policies and procedures pertaining to the Project and expenditures of funds
under this Agreement, and as in accordance with 24 CFR 92.508(c)(1)(4).
(C) At any reasonable time and as often as the CITY may deem necessary in its
reasonable determination, The BORROWER PARTIES shall make all of its records
available to the CITY, HUD, or any of their agents or authorized representatives, and
shall permit the CITY, HUD, or any of their agents or authorized representatives to audit,
examine, and make excerpts and/or copies of same. The BORROWER PARTIES' records
shall include, but shall not be limited to, the following: books, records, accounting data
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and other documents of The BORROWER PARTIES that relate in any way to the Property,
including without limiting the generality of the foregoing, all permits, licenses, consents
and approvals of all Governmental Authorities having jurisdiction over Borrower or the
Property. The BORROWER PARTIES shall furnish the CITY with convenient facilities for
the foregoing purpose.
(D) At a minimum, quarterly performance records and reports shall be submitted to
the CITY by OWNER on or before the fifteenth (15th) calendar day of January, April, July
and October with each report reflecting the previous quarter. During construction of
the Project, the quarterly report shall contain details related to construction progress.
Following completion of the Project, such report shall contain details related to the
financial performance (including leasing activity and an income statement regarding the
Project). The form of such report must meet the approval of the CITY, and OWNER
agrees to make any and all changes to such form as may be recommended by the CITY,
as well as provide additional information in connection with such reports as may be
requested by the CITY, both in the CITY's reasonable determination. The CITY agrees to
accept copies of any monthly reports that may be submitted to Senior Lender or
OWNER's investor limited partner in satisfaction of this requirement.
17.2 Monitoring and Inspection.
(A) The CITY, through its officers, agents or employees, shall, with reasonable prior
notice delivered to OWNER, have the right to enter upon the Property and perform on-
site monitoring and inspection to determine that OWNER's performance is in conformity
with the Plans and all the requirements of the AGREEMENT during regular business
hours.
(B) With reasonable notice to OWNER, and in accordance with the leases affecting
the Property, OWNER agrees that the CITY and HUD may, at the CITY's and HUD's sole
discretion, carry out monitoring and evaluation activities so as to ensure compliance by
BORROWER.
(C) The BORROWER PARTIES agree to cooperate with the CITY in the development,
implementation and maintenance of record-keeping systems and to provide the CITY
with any data determined by the CITY in reasonable determination and/or discretion, to
be necessary for its effective fulfillment of its monitoring and evaluation responsibilities.
(D) The BORROWER PARTIES agree that it will cooperate with the CITY and HUD in
such a way so as not to obstruct or delay the CITY or HUD in its monitoring of the
BORROWER PARTIES' performance and that the BORROWER PARTIES will designate one
of its staff to coordinate the monitoring process as requested by the CITY and/or HUD
staff.
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(E) After each official monitoring visit, the CITY shall provide OWNER with a written
report of monitoring findings.
17.3 Copies of any fiscal, management, or audit reports related to the Property delivered to
OWNER by any of OWNER's funding or regulatory bodies that contain materially adverse
findings shall be submitted by OWNER to the CITY's Director of Grant Monitoring Department
or designate within five (5) business days of receipt thereof by OWNER.
17.4 It is expressly understood and agreed that the CITY shall have no duty to supervise or to
inspect the construction activities or any books and records, and that any such inspection shall
be for the sole purpose of determining whether or not the obligations of OWNER are being
properly discharged and to preserving the CITY's rights hereunder. If the CITY or its agent
acting on its behalf inspects the construction activities or any books and records, the CITY shall
have no liability or obligation to OWNER or any third party arising out of such inspection. the
CITY's failure to inspect the construction activities or any part thereof or any books and records
shall not constitute a waiver of any of the CITY's rights hereunder. Neither OWNER nor any
third party shall be entitled to rely upon any such inspection or review.
XVIII. AUDITS, BONDING AND INSURANCE
18.1 Audits.
(A) Unless otherwise directed by the CITY, the BORROWER PARTIES shall arrange for
the performance of an annual financial and compliance audit of funds received and
performances rendered under this AGREEMENT, subject of the following conditions and
limitations:
(i) the BORROWER PARTIES shall have an audit made in accordance with 24 CFR
92.506 or OMB Circular A-133 for any of its fiscal years included within the
AGREEMENT period specified in Section II of this AGREEMENT in which OWNER
receives more than $500,000 in federal financial assistance provided by a federal
agency in the form of grants, agreements, loans, loan guarantees, property,
cooperative agreements, interest subsidies, insurance or direct appropriations, but
federal financial assistance does not include direct federal cash assistance to
individuals or low-income housing credits. The term includes awards of federal
financial assistance received directly from federal agencies, or indirectly through
other units of state and local government.
(ii) Intentionally omitted.
(iii) Notwithstanding provisions of this AGREEMENT to the contrary, the BORROWER
PARTIES may utilize funds budgeted under this AGREEMENT to pay for that portion
of the cost of such audit services properly allocable to the activities funded by the
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CITY under this AGREEMENT; provided, however, that the CITY shall not make
payment for the cost of such audit services until the CITY has received such audit
report from the BORROWER PARTIES.
(iv) Unless otherwise specifically authorized by the CITY in writing, the BORROWER
PARTIES shall submit the report of such audit to the CITY within thirty (30) days after
the applicable BORROWER PARTY'S receipt of the completed audit, but no later than
one (1) year after the end of each federal fiscal period included within the period of
this AGREEMENT. Audits performed under subsection A of this Section are subject
to review and resolution by the CITY or its authorized representative.
(v) As part of its audit, OWNER shall verify expenditures according to the Budget
and Construction Schedule attached and incorporated as Exhibit A.
(B) Notwithstanding subsection A of this Section 18, the CITY reserves the right to
conduct an annual financial and compliance audit of funds received and performances
rendered under this AGREEMENT. The BORROWER PARTIES agree to permit the CITY or
its authorized agent or representative to audit The BORROWER PARTIES' records and to
make copies of any documents, materials, or information necessary to facilitate such
audit. Should an audit not be required by sub-section A of this Section 18.1, The
BORROWER PARTIES shall provide an annual audit to the CITY of funds received in
performance of this AGREEMENT.
(C) OWNER understands and agrees that it shall be liable to the CITY for any costs
disallowed pursuant to financial and compliance audit(s) of funds received under this
AGREEMENT. OWNER further understands and agrees that reimbursement to the CITY
of such disallowed costs shall be paid by OWNER from funds which were not provided or
otherwise made available to the BORROWER PARTIES under this AGREEMENT.
(D) The BORROWER PARTIES shall take all necessary actions to facilitate the
performance of such audit or audits conducted pursuant to this Section 18 as the CITY
may require of the BORROWER PARTIES.
18.2 Bonding and Insurance.
(A) OWNER shall observe sound business practices with respect to providing such
bonding and insurance as would provide adequate coverage for activities under this
AGREEMENT; provided, however, that the foregoing provision of this paragraph shall in
no way be construed or deemed to limit or diminish the insurance requirements set
forth in the other Loan Documents with which OWNER must comply and maintain.
(i) Liability Insurance. At least ten (10) days prior to start of construction, OWNER
shall provide a Certificate of Insurance evidencing the required insurance coverage
set forth in the attached and incorporated Exhibit E.
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(ii) Fire and Extended Coverage. OWNER shall have in force throughout the term of
this Agreement and throughout the affordability period fire and extended coverage
insurance in an amount sufficient to cover the replacement cost (HOME funds
invested) in the Project. The insurance policy shall name the CITY as a loss payee
using a standard loss payee clause. A certificate to that effect must be provided to
the CITY prior to the commencement of construction of the Project.
(iii) Notice to the CITY. OWNER shall require its insurance policies to provide that
the Director of Grant Monitoring Department of the CITY shall be given thirty (30)
days advance written notice by the insurer prior to cancellation, nonrenewal, or
material change of the insurance policies required by this Section. The insurer
utilized by OWNER is subject to approval of the CITY. Failure to maintain such
insurance will be cause for the CITY to take control of the Project HOME funds and
will cancel any claim that the BORROWER PARTIES may have to draw HOME funds
under this Agreement unless and until such failure is cured.
(iv) Right to Re-evaluate and Adjust Limits. The CITY, through its Director of Grant
Monitoring Department or his designee, retains the right to, in the Director's
reasonable discretion, re-evaluate the insurance requirements and adjust the
coverage limits, up or down, upon thirty (30) days written notice to OWNER.
Insurance coverage limits may not be adjusted more frequently than once per year.
(B) Upon signing this AGREEMENT, and annually thereafter for the duration of the
Note, in addition to any other requirements and obligations of the BORROWER PARTIES
in the other Loan Documents, OWNER shall provide the CITY: (1) proof of timely (i.e.
before past due) payment in full of all taxes assessed against the Property, and (2)
evidence of OWNER current payment status on all loans in connection with the Property
and the Project.
(C) Premiums chargeable for any and all insurance referred to in this Article will be
paid by OWNER, at its own expense, unless otherwise authorized in writing by the CITY,
and such insurance shall be kept in force during and throughout the term of this
AGREEMENT.
(D) OWNER must provide to the CITY certificates evidencing renewals or
replacements of the policies of said insurance prior to the expiration or cancellation of
any such policies. Additionally, OWNER shall provide the CITY evidence of the payment
of all premiums therefor.
(E) Actual losses not covered by insurance as required by this Article shall not be
allowable costs under this AGREEMENT, and shall therefore remain the sole
responsibility of OWNER.
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IX. INDEMNIFICATION
19.1 OWNER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the CITY
and the elected officials, employees, officers, directors, volunteers, agents and
representatives of the CITY, individually or collectively, from and against any and all costs,
claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions,
demands, causes of action, liability and suits of any kind and nature, including but not limited
to, personal or bodily injury, death and property damage, made upon the CITY, directly or
indirectly arising out of, resulting from or related to the BORROWER's PARTIES activities
under this AGREEMENT, including any acts or omissions of the BORROWER's PARTIES', any
agent, officer, director, representative, employee, consultant, contractor or subcontractor of
the BORROWER's PARTIES, and their respective officers, agents, employees, directors and
representatives while in the exercise or performance of the rights or duties under this
AGREEMENT, all without, however, waiving any governmental immunity available to the CITY
under Texas law and without waiving any defenses of the parties under Texas law. IT IS
FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE
SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES,
ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM
THE NEGLIGENCE OF THE CITY, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS,
VOLUNTEERS, AGENTS, AND REPRESENTATIVES OF THE CITY, UNDER THIS AGREEMENT. The
provisions of this INDEMNIFICATION are solely for the benefit of the parties hereto and not
intended to create or grant any rights, contractual or otherwise, to any other person or entity
not mentioned herein. OWNER shall promptly advise the CITY in writing of any claim or
demand against the CITY or the BORROWER's PARTIES known to OWNER related to or arising
out of the BORROWER's PARTIES' activities under this AGREEMENT and shall see to the
investigation and defense of such claim or demand at OWNER's cost. The CITY shall have the
right, at its option and at its own expense, to participate in such defense without relieving the
BORROWER's PARTIES of any of their obligations under this paragraph.
19.2 It is the EXPRESS INTENT of the parties to this AGREEMENT that the INDEMNITY
provided for in this Article is an INDEMNITY extended by OWNER to INDEMNIFY, PROTECT,
and HOLD HARMLESS the CITY from the consequences of the CITY's OWN NEGLIGENCE,
provided however, that the INDEMNITY provided for in this Article SHALL APPLY only when
the NEGLIGENT ACT of the CITY is a CONTRIBUTORY OR CONCURRENT CAUSE of the resultant
injury, death, or damage, and shall have no application when the negligent act of the CITY (or
any of its elected officials, employees, officers, directors, volunteers, agents, and
representatives) is the sole cause of the resultant injury, death or damage, or is the result of
the CITY's (or any of its elected officials, employees, officers, directors, volunteers, agents,
and representatives) gross negligence and/or willful misconduct. OWNER further AGREES TO
DEFEND, AT ITS OWN EXPENSE and ON BEHALF OF THE CITY AND IN THE NAME OF THE CITY,
any claim or litigation brought against the CITY and their respective elected officials,
employees, officers, directors, volunteers, agents, and representatives, in connection with
any such injury, death, or damage for which this INDEMNITY shall apply, as set forth above.
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19.3 It is expressly understood and agreed that the BORROWER PARTIES are and shall be
deemed to be independent contractors and operators responsible to all parties for their
respective acts or omissions and that the CITY shall in no way be responsible therefor.
XX. PUBLICITY
20.1 In any news release, sign, (other than permanent signage on the Property), brochure, or
other advertising medium disseminating information prepared or distributed by or for OWNER,
mention shall be made of HUD funded the CITY participation having made the Project possible.
20.2 OWNER will have affirmative marketing procedures to market units to persons in the
housing market area without regard to race, color, national origin, sex, religion, familial status,
or disability. The affirmative marketing requirements apply and must be followed throughout
the affordability period.
XXI. PUBLICATIONS
21.1 All published materials and written reports submitted to the CITY pursuant to this
AGREEMENT shall be originally developed unless otherwise specifically provided for herein. If
material not originally developed is included in a report, however, said material shall have its
source identified, either in the body of the report or by footnote, regardless of whether the
material is in a verbatim or extensive paraphrase format.
21.2 All published materials submitted to the CITY pursuant to this Project shall include the
following reference on the front cover or title page:
"This document was prepared in accordance with the City of
Corpus Christi's HOME Investment Partnerships Program, with
funding received from the United States Department of Housing
and Urban Development."
XXII. RIGHTS TO PROPOSAL AND CONTRACTUAL MATERIAL
22.1 Copies of all finished or unfinished reports, documents, data, studies, surveys, charts,
drawings, maps, models, photographs, designs, plans, schedules, or other appended
documentation to any proposal or contract, and any responses, inquiries, correspondence and
related material submitted to the CITY by the BORROWER PARTIES, shall, upon receipt, become
the property of the CITY, unless otherwise specified.
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XXIII. FUNDING APPLICATIONS
23.1 OWNER agrees to notify the CITY each time OWNER is preparing or submitting any
application for funding (other than as set forth in the Permitted Exceptions and/or OWNER's
partnership agreement) after the date hereof. When so preparing or submitting such an
application,the following procedures shall be adhered to by OWNER:
(A) When the funding application is in the planning stages, a description of the funds
being applied for and of the proposed use for the funds shall be submitted by OWNER to
the CITY;
(B) Upon award or notice of award, whichever is sooner, OWNER shall notify the CITY of
the award or notice thereof, and of the effect, if any, of such funding on the funds and
programs agreed to hereunder. Such notice shall be submitted by OWNER to the CITY,
in writing, within ten (10) business days of receipt of the award or notice thereof,
together with copies of the applicable budget, personnel complement, program
description, and contract; and
(C) Except pursuant to prior written consent of the CITY, the BORROWER PARTIES
shall not use, either directly or indirectly, resources provided hereunder to prepare
applications for other federal, other public or private funds, nor shall said resources be
used, directly or indirectly, as contributions.
XXIV. NOTICE AND CURE
24.1 Notwithstanding anything to the contrary set forth herein or in any of the other Loan
Documents, if the CITY has determined that the BORROWER PARTIES have failed to comply with
any of the terms and/or conditions of this AGREEMENT and/or any of the terms of any of the
other Loan Documents, the CITY shall deliver notice thereof to the BORROWER PARTIES and the
OWNER's limited partner (per Section 17.1 of the Deed of Trust) of such determination, and the
BORROWER PARTIES and OWNER's limited partner shall have (a) a minimum of ten (10) days to
cure monetary violations or defaults, and (b) a minimum of thirty (30) days to cure non-
monetary violations or defaults (or such longer period as may be set forth herein or in any of
the other Loan Documents) prior to enforcing any of it remedies set forth herein or in any of
the other Loan Documents. The CITY hereby agrees that any cure of any default made or
offered by any of OWNER's limited partners or any affiliate of any of OWNER's limited partners
or their respective successors or assigns shall be deemed to be a cure by the BORROWER
PARTIES and shall be accepted or rejected on the same basis as if made or tendered by the
BORROWER PARTIES.
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XXV. SUSPENSION OF FUNDING
25.1 Upon reasonable determination by the CITY of the BORROWER PARTIES' failure to
timely and properly perform pursuant to the provisions of this AGREEMENT beyond all
applicable notice and cure periods, or of any of the other Loan Documents beyond all
applicable notice and cure periods, the CITY, without limiting or waiving any rights it may
otherwise have, may, at its discretion, withhold any, all and further payments of HOME
program funds to BORROWER.
25.2 The period of funding suspension shall be of such duration as the CITY reasonably
deems appropriate to accomplish corrective action, but in no event shall it exceed thirty (30)
calendar days. Upon expiration of the suspension period:
(A) Should the CITY determine that the default or deficiency has been cured, the
BORROWER PARTIES may, at the CITY's option, be restored to full compliance status and
paid all eligible funds withheld during the suspension period; or
(B) Should the CITY determine continued non-compliance, the provisions of Article
XXVI hereunder may be effectuated.
XXVI.TERMINATION
26.1 "Termination" of this AGREEMENT shall mean termination by expiration of the
AGREEMENT term or earlier termination pursuant to any of the provisions hereof.
26.2 The CITY may terminate this AGREEMENT for any of the following reasons:
(A) Neglect or failure by the BORROWER PARTIES to perform or observe any of the
terms, conditions, covenants or guarantees of 1) this AGREEMENT, 2) any of the other
Loan Documents, or 3) any other valid, written contract or amendment between the
CITY and the BORROWER PARTIES with respect to the Property, beyond all applicable
notice and cure periods (which shall be deemed to include the notice and cure periods
set forth in Section 24.1, which is applicable to all of the Loan Documents);
(B) Reserved;
(C) Reserved;
(D) Reserved;
(E) Appointment of a trustee, receiver or liquidator for all or a material part of
either BORROWER PARTY's property, or institution of bankruptcy, reorganization,
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rearrangement of or liquidation proceedings by or against either BORROWER PARTY,
and the same is not dismissed within ninety (90) days;
(F) The entry by a court of competent jurisdiction of a final order providing for the
modification or alteration of the rights of either BORROWER PARTY's creditors;
(G) Inability by the BORROWER PARTIES to conform to changes in local, state and
federal rules, regulations and laws as required under this AGREEMENT and all Legal
Requirements, which inability has or is reasonably expected to have a material adverse
effect on the Project, within thirty (30) after receipt of notice from the CITY of the
BORROWER PARTIES' failure to conform; and
(H) Violation by the BORROWER PARTIES of any rule, regulation or law to which
BORROWER is bound or shall be bound under the terms of this AGREEMENT, which
violation has or is reasonably expected to have a material adverse effect on the Project
and is not cured within any applicable cure period.
26.3 The BORROWER PARTIES may terminate this AGREEMENT for any of the following
reasons:
(A) Cessation of outside funding upon which OWNER depends for performance
hereunder; OWNER may opt, however, within the limitations of this AGREEMENT and
with the written approval of the CITY, to seek an alternative funding source, provided
that the termination of funding by the initial outside source was not occasioned by a
breach by the BORROWER PARTIES of this Agreement or as defined in a contract
between OWNER and the funding source in question;
(B) Upon the dissolution of the OWNER organization, provided such dissolution was
not occasioned by a breach of this AGREEMENT; or
(C) The CITY fails to fund the Loan in accordance with the terms of the Loan
Documents, and such failure is not cured within thirty (30) days after the BORROWER
PARTIES' delivery of notice thereof to the CITY.
26.4 Upon a decision to terminate by the CITY or OWNER, written notice of such, and the
effective date thereof, shall be immediately provided to the other party.
26.5 Upon receipt of notice to terminate in accordance with the terms of this Agreement, the
BORROWER PARTIES shall cancel, withdraw, or otherwise terminate any and all outstanding
orders and subcontracts, which relate to the performance of this AGREEMENT. To this effect,
the CITY shall not be liable to the BORROWER PARTIES or their creditors for any expense,
encumbrances or obligations whatsoever incurred after the date of termination or which was
not canceled, withdrawn or otherwise terminated by the BORROWER PARTIES in accordance
with the provisions of this paragraph.
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26.6 Upon receipt of notice to terminate in accordance with the terms of this Agreement,
copies of all finished or unfinished documents, data, studies, surveys, charts, drawings, maps,
models, photographs, designs, plans, schedules, or other appended documentation to any
proposal or contract, prepared by or on behalf of the BORROWER PARTIES under this
AGREEMENT shall, if requested by the CITY, and in accordance with Article XXVII hereof, be
delivered by the BORROWER PARTIES to the CITY in a timely and expeditious manner.
26.7 Within thirty (30) calendar days after receipt of notice to terminate in accordance with
the terms of this Agreement, the BORROWER PARTIES shall submit a statement to the CITY,
indicating in detail the services performed under this AGREEMENT prior to the effective date of
termination.
26.8 Any termination of this AGREEMENT as herein provided shall not relieve OWNER from
the payment of any sum(s) that shall then be due and payable or become due and payable BY
the BORROWER PARTIES to the CITY hereunder or as provided for at law or in equity, or any
claim for damages then or theretofore accruing against the BORROWER PARTIES hereunder or
by law or in equity, and any such termination shall not prevent the CITY from enforcing the
payment of any such sum(s) or claim for damages from OWNER. Instead, all rights, options,
and remedies of the CITY contained in this AGREEMENT shall be construed and held to be
cumulative and no one of them shall be exclusive of the other, and the CITY shall have the right
to pursue any one or all of such remedies or any such other remedy or relief which may be
provided by law or in equity whether or not stated in this AGREEMENT.
26.9 Should this AGREEMENT be terminated by the CITY or OWNER for any reason permitted
by the terms of this Agreement, if the work required hereunder of the BORROWER PARTIES is
not fully completed to the reasonable satisfaction of the CITY in accordance with the terms of
this AGREEMENT, the BORROWER PARTIES shall refund any and all sums of money paid by the
CITY to BORROWER within ten (10) business days of the CITY's written request therefor.
26.10 Upon termination of this AGREEMENT by the CITY under paragraph number 26.2(A)
hereof, OWNER shall be barred from future contracts with the CITY absent the express written
consent of the General Manager, or his designate, to contract with the CITY.
XXVII. SPECIAL CONDITIONS
27.1 Federal Drug Free Workplace Act. the BORROWER PARTIES shall comply with the
Federal Drug Free Workplace Act of 1988 and the regulations promulgated thereunder
including, without limitation, 2 CFR Part 182.
27.2 National Flood Protection Act. The Improvements will be constructed in compliance
with elevation requirements that meet or exceed the National Flood Protection Act, and any
local requirements.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 25
27.3 Byrd Amendment: Prohibition for Influencing Federal Entities. To the best of the
BORROWER PARTIES' knowledge, the BORROWER PARTIES have complied with all restrictions,
certifications and disclosure requirements contained in the Byrd Amendment to the fiscal 1990
appropriations measures for the United States Department of the Interior (P.L. 101-121) and
any guidelines and rules issued by any federal entity in connection therewith, if applicable.
27.4 Procurement. OWNER shall ensure that all professional and contractual services in
connection with Project implementation shall be procured in accordance with 24 CFR 570, 2
CFR 200, The Common Rule, Procurement, Competitive Standards and all other federal laws
and regulations to the extent applicable to the Project.
27.5 CITY Authorization. The BORROWER PARTIES understand and acknowledge that the
CITY shall not be liable for any cost, or portion thereof, which is or was incurred in connection
with an activity of the BORROWER PARTIES where prior written authorization from the CITY is
required for the activity and such authorization was not first procured, or the CITY has
requested that the BORROWER PARTIES furnish data concerning an activity prior to proceeding
further therewith and the BORROWER PARTIES nonetheless process without first submitting
the data and receiving approval thereof.
27.6 Davis-Bacon. the BORROWER PARTIES understands and agrees that Davis-Bacon Wage
and Hour Requirements shall apply to HOME funded projects when, in accordance with 24 CFR
92.354, twelve (12) or more units are rehabilitated or newly constructed. The CITY
acknowledges that this Project has less than twelve (12) HOME-assisted units and these
requirements are not applicable in this instance.
27.7 Project Completion Report. OWNER shall accurately complete a Project Completion
Report (HUD form 40097) upon completion of each Project activity, and forward the original
completed form to the CITY within ninety (90) calendar days after OWNER's receipt of the final
remittance of AGREEMENT funds by the CITY for such Project activity. OWNER understands and
acknowledges that new Project Set-up Reports will not be processed by the CITY if there are
any outstanding Project Completion Reports due.
27.8 Compliance. OWNER shall ensure that all HOME-assisted units constructed with
assistance made available to the BORROWER parties by the CITY under this AGREEMENT shall
comply with the provisions set forth herein this AGREEMENT as to all federal laws, rules and
regulations including, but not limited to the following:
(A) The HOME Investment Partnerships Act at Title II of the Cranston-Gonzalez
National Affordable Housing Act, as amended, 42 U.S.C. 12701, et seq., and
implementing regulations contained in 24 CFR Part 92;
(B) The HOME Program Guidelines and Application Package;
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 26
I
(C) The "Other Federal Requirements" as herein referred to and attached as Exhibit
F;
(D) The "Certification Regarding Lobbying" as herein referred to, attached and
executed as Exhibit G.
27.9 Site Specific Environmental Review Records. OWNER shall complete all Site Specific
Environmental Review Records for each property/parcel of this Project and submit such records
to the CITY. The CITY must approve in writing such records prior to any Project activity cost
being incurred. The CITY hereby acknowledges that such approval has been given.
27.10 Local Vendors. To the greatest extent feasible, agreements for work to be performed
in connection with this Project shall be awarded to business concerns including, but not limited
to, individuals or firms doing business in the field of planning, consulting, design, architecture,
building construction, maintenance, or repair, that are located in or owned in substantial part
by persons residing in the same metropolitan area or non-metropolitan county as this Project.
27.11 HUD HOME Income Guidelines. OWNER understands and agrees that all HOME-assisted
units in the Project herein, shall only be leased to and occupied by households that are eligible
as low-income families, in accordance with HUD HOME Income Guidelines.
27.12 HOME Units. OWNER understands and agrees that all of the HOME-assisted units in the
Project shall be floating units. One hundred percent (100%) of HOME-assisted units will be high
HOME rent as is provided in Exhibit H.
27.13 Tenant Selection Policy. OWNER shall adopt written tenant selection policies and criteria,
such as a written waiting list, as required by 24 CFR 92.253(d).
27.14 Rent Limitations. OWNER understands that the rents for HOME-assisted rental housing
units are restricted by the Rent Standard established in 24 CFR 92.252 (a)(1). The standard
establishes one set of maximum HOME Program Rents for HOME-assisted units occupied by
low-income households and another set for units occupied by very low-income households.
27.15 Tenant Leases. OWNER understands that the lease between BORROWER and the tenant
in a HOME-assisted unit must:
(A) Be written;
(B) Be for a term of at least one year, unless there is mutual agreement between the
tenant and OWNER for a different term, 24 CFR 92.253(a);
(C) Include termination provisions, 24 CFR 92.253(c);
(D) Specify allowable HOME rents, 24 CFR 92.252(f)(3);
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 27
(E) Identify Federally prohibited lease clauses outlined at 24 CFR 92.253(b);
(F) Require compliance with applicable state and local tenant-landlord laws;
(G) Specify applicable property standards; and
(H) Comply with the conditions established in Section 27.17 below with respect to
the tenant participation plan.
27.16 Management. OWNER shall contract a management company so as to operate and
manage the Property upon completion of construction phase. The management contract shall
be for no less than 12 (twelve) months. The management company must have at least one-year
experience in managing a Section 8 property. OWNER shall provide a copy of said management
contract upon execution. Said contract shall outline all HUD occupancy requirements
(§92.203(a)(1)(i) and §92.203(a)(1)(ii) & §92.252(h)) and rent limits (24 CFR 92.252). The CITY
hereby approves of Wedge Management, Inc., to serve as the management company, and the
CITY has reviewed and approved of the Property Management Agreement between OWNER
and Wedge Management, Inc.
27.17 Tenant Participation Plan. OWNER shall create and follow a tenant participation plan as
required in 24 CFR 92.303.
27.18 Unified Rule for Tenant-Based Assistance. OWNER shall not discriminate against any
certificate or voucher holder in accordance to 24 CFR Part 982, Section 8 Tenant Based
Assistance: Unified Rule for Tenant-Based Assistance under the Section 8 Rental Certificate
Program and the Section 8 Rental Voucher Program or to the holder of a comparable document
evidencing participation in a HOME tenant-based rental assistance program.
27.19 Affordability Term. OWNER understands and agrees that HOME-assisted units shall
meet the affordability requirements for not less than twenty (20) years, commencing upon
Project completion date as determined by the CITY.
27.20 Adjustments to Rents. The CITY shall provide OWNER with information on updated HUD
HOME rent limits so that rents may be adjusted (not to exceed the maximum HOME rent limits
provided by HUD to the CITY upon HUD's determination of fair market rents and median
incomes) in accordance with this AGREEMENT. OWNER shall annually provide the CITY with
documentation on rents and occupancy of HOME-assisted units to demonstrate compliance.
27.21 Rent Increase Notices. OWNER understands and agrees that any increase in rents for
HOME-assisted units is subject to the provisions of outstanding leases, and in any event,
OWNER shall provide tenants of those units not less than thirty (30) days prior written notice
before implementing any increase in rents.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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27.22 Income Determination. OWNER understands and agrees that the income of each tenant
of a HOME-assisted unit shall be determined initially in accordance with 24 CFR 92.203(a)(1)(i).
OWNER shall annually re-examine each such tenant's annual income during the period of
affordability in accordance with one of the options in 24 CFR 92.203.
27.23 Temporary Noncompliance. OWNER shall ensure that HOME-assisted units continue to
qualify as Affordable housing despite a temporary noncompliance caused by increases in the
incomes of existing tenants if actions satisfactory to the CITY are being taken to ensure that all
vacancies are filled in accordance with 24 CFR 92.252 until the noncompliance is corrected.
27.24 Adjusted Income Limitations. OWNER shall ensure that tenants of HOME-assisted units
who no longer qualify as low-income families must pay, as rent, the lesser of the amount
payable by the tenant under State or local law or thirty percent (30%) of the family's adjusted
income, except that tenants of HOME-assisted units that have been allocated low-income
housing tax credits by a housing credit agency pursuant to Section 42 of the Internal Revenue
Code of 1986 (26 U.S.C. 42) must pay rent governed by Section 42.
27.25 Housing and Urban Development Act of 1968. OWNER acknowledges, understands and
agrees to comply with the following federal regulations as promulgated in Section 3 of the
Housing and Urban Development Act of 1968, as amended, if applicable:
(A) The work to be performed under this AGREEMENT is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C.
1701u (Section 3). The purpose of Section 3 is to ensure that employment and other
economic opportunities generated by HUD assistance or HUD-assisted projects covered
by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-
income persons, particularly persons who are recipients of HUD assistance for housing.
(B) The parties to this AGREEMENT agree to comply with HUD's regulations in 24
CFR Part 135, which implement Section 3. As evidenced by their execution of this
AGREEMENT, the parties to this AGREEMENT certify that they are under no contractual
or other impediment that would prevent them from complying with the Part 135
regulations.
(C) OWNER agrees to send to each labor organization or representative of workers
with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers'
representative of the contractor's commitments under the Section 3 clause, and will
post copies of the notice in conspicuous places at the work site where both employees
and applicants for training and employment positions can see the notice. The notice
shall describe the Section 3 preference, shall set forth minimum number and job titles
subject to hire, availability of apprenticeship and training positions, the qualifications for
each; and the name and location of the person(s) taking applications for each of the
positions; and the anticipated date the work shall begin.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
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(D) OWNER agrees to include the Section 3 clause in every subcontract subject to
compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action,
as provided in an applicable provision of the subcontract or in the Section 3 clause upon
a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135.
OWNER will not subcontract with any subcontractor where OWNER has notice or
knowledge that the subcontractor has been found in violation of the regulations in 24
CFR Part 135.
(E) OWNER will certify that any vacant employment positions, including training
positions, that are filled (1) after contractor is selected but before the contract is
executed, and (2) with persons other than those to whom the regulations of 24 CFR Part
135 require employment opportunities to be directed, were not filled to circumvent
BORROWER's obligations under 24 CFR Part 135.
(F) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in
sanctions, termination of this AGREEMENT for default, and debarment or suspension
from further HUD-assisted contracts.
(G) With respect to work performed in connection with Section 3-covered Indian
housing assistance, Section 7(b) of the Indian Self-Determination and Education
Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this
AGREEMENT. Section 7(b) requires that to the greatest extent feasible (i) preference
and opportunities for training and employment shall be given to Indians, and (ii)
preference in the award of contracts and subcontracts shall be given to Indian
organizations and Indian-owned Economic Enterprises. Parties to this AGREEMENT that
are subject to the provision of Section 3 and Section 7(b) agree to comply with Section 3
to the maximum extent feasible, but not in derogation of compliance with Section 7(b).
XXVIII. CHANGES AND AMENDMENTS
28.1 Except when the terms of this AGREEMENT expressly provide otherwise, any alterations,
additions, or deletions to the terms hereof shall be by amendment in writing executed by
authorized representatives of both the CITY and the BORROWER PARTIES.
28.2 Whenever and as often as reasonably deemed necessary by the CITY, the CITY may
request and require changes to OWNER's Construction Schedule required under this
AGREEMENT (to be submitted in accordance with Article XVIII), subject to any consent required
by the Senior Lender or OWNER's limited partner; such changes as requested or required by the
CITY, however, must be by written amendment.
28.3 Except pursuant to (a) prior submission by OWNER of detailed information regarding
budget and Project revisions, and (b) prior written approval thereof by, the CITY, OWNER shall
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 30
not make any material change orders in excess of $50,000 for any single change order or
$100,000 in the aggregate. Instead, OWNER shall request budget revisions in writing and in a
form prescribed by the CITY; such request for revisions, however, shall not increase the total
monetary obligation of the CITY as provided for pursuant to this AGREEMENT, nor shall said
revisions significantly change the nature, intent, or scope of the Project funded hereunder.
28.4 In the event that the level of funding for OWNER or for the Project described herein is
materially altered, OWNER shall submit, promptly upon request by the CITY, revised budget and
Project information so as to enable re-evaluation by the CITY of the original funding levels set
forth in the Construction Schedule.
28.5 It is understood and agreed by the parties hereto that changes in local, state and federal
rules, regulations or laws applicable hereto may occur during the term of this AGREEMENT and
that any such changes shall be automatically incorporated into this AGREEMENT without
written amendment hereto, and shall become a part hereof as of the effective date of the rule,
regulation or law.
28.6 OWNER further agrees to notify the CITY of any changes in its general partner, such
notice to be provided within five (5) business days of the change.
XXIX.ASSIGNMENTS
29.1 Except as provided for in the OWNER's formation documents, the BORROWER PARTIES
shall not transfer, pledge or otherwise assign this AGREEMENT, any interest in and to same, or
any claim arising thereunder, without first procuring the written approval of the CITY's Manager
or the City Manager's authorized designee. Any attempt at transfer, pledge or other
assignment shall be void ab initio and shall confer no rights upon any third person.
XXX. NO WAIVER OF PROVISIONS OR COMPLIANCE
30.1 Any failure by the CITY to insist, or any election by the CITY not to insist, upon the strict
performance by the BORROWER PARTIES of any of the terms, provisions or conditions of the
Loan Documents shall not be deemed to be a waiver of same or of any other term, provision or
condition thereof, and the CITY shall have the right at any time thereafter to insist upon strict
performance by the BORROWER PARTIES of any and all of same. Additionally, no advance by
the CITY of any Loan proceeds shall in any way preclude the CITY from thereafter declaring a
failure by the BORROWER PARTIES to comply with any of the terms, provisions or conditions of
the Loan Documents an event of default (provided all notice and cure periods have expired) or,
as applicable, a reason for termination in accordance with this AGREEMENT.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 31
XXXI. NON-WAIVER OF PERFORMANCE
31.1 No waiver by the CITY of a breach of any of the terms, conditions, covenants or
guarantees of this AGREEMENT shall be construed or held to be a waiver of any succeeding or
preceding breach of the same or any other term, condition, covenant or guarantee herein
contained. Further, any failure of the CITY to insist in any one or more cases upon the strict
performance of any of the covenants of this AGREEMENT, or to exercise any option herein
contained, shall in no event be construed as a waiver or relinquishment for the future of such
covenant or option. In fact, no waiver, change, modification or discharge by either party hereto
of any provision of this AGREEMENT shall be deemed to have been made or shall be effective
unless expressed in writing and signed by the party to be charged.
31.2 No act or omission of the CITY shall in any manner impair or prejudice any right, power,
privilege, or remedy available to the CITY hereunder or by law or in equity, such rights, powers,
privileges, or remedies to be always specifically preserved hereby.
31.3 No representative or agent of the CITY may waive the effect of the provisions of this
Article.
XXXII. RENEWAL NOT AUTOMATIC
32.1 Intentionally omitted.
XXXIII.TEXAS LAW TO APPLY
33.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF
LAW PRINCIPALS OR RULES, AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE
PERFORMABLE IN NUECES COUNTY,TEXAS.
XXXIV. SEVERABILITY OF PROVISIONS
34.1 If any clause or provision of this AGREEMENT is held invalid, illegal or unenforceable
under present or future federal, state or local laws, including but not limited to the CITY's City
Charter, CITY's City Code, or ordinances of the City of Corpus Christi, Texas, then and in that
event it is the intention of the parties hereto that such invalidity, illegality or unenforceability
shall not affect any other clause or provision hereof and that the remainder of this AGREEMENT
shall be construed as if such invalid, illegal or unenforceable clause or provision was never
contained herein; it is also the intention of the parties hereto that in lieu of each clause or
provision of this AGREEMENT that is invalid, illegal, or unenforceable, there be added as a part
of the AGREEMENT a clause or provision as similar in terms to such invalid, illegal or
unenforceable clause or provision as may be possible, legal, valid and enforceable.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 32
XXXV. RELATIONSHIP OF PARTIES
35.1 Nothing contained herein shall be deemed or construed by the parties hereto, or by any
third party, as creating the relationship of principal and agent, partners, joint venturers or any
other similar such relationship between the parties hereto.
35.2 It is expressly understood and agreed that the BORROWER PARTIES are and shall be
deemed to be independent contractors and operators responsible to all parties for their
respective acts or omissions and that the CITY shall in no way be responsible therefor.
XXXVI. PARTIES BOUND
36.1 This AGREEMENT shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, legal representatives, successors and assigns,
except as otherwise expressly provided herein.
XXXVII. ENTIRE -AGREEMENT
37.1 This AGREEMENT, along with the other Loan Documents, constitutes the final and entire
agreement between the parties hereto and contains all of the terms and conditions agreed
upon. No other agreements, oral or otherwise, regarding the subject matter of this
AGREEMENT shall be deemed to exist or to bind the parties hereto unless same is in writing,
dated subsequent to the date hereof, and duly executed by the parties.
XXXVI I I. INTERPRETATION
38.1 In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this AGREEMENT or its governing
rules, regulations, laws, codes or ordinances, the CITY, as the party ultimately responsible to
HUD for matters of compliance, shall have the final authority to secure an interpretation from
HUD.
38.2 Notices. All notices demands, requests or other communications required or permitted
to be given pursuant to the provisions of this Agreement shall be in writing and shall be
considered properly given if mailed by first class United States mail, postage prepaid, registered
or certified with return receipt requested, or by depositing same with Federal Express or
another reputable private courier service for next business day delivery or by delivering same in
person to the intended addressee All notices, demands and requests shall be effective upon
such personal delivery, or one (1) business day after being deposited with the private courier
service, or three (3) business days after deposit in the custody of the U.S. Postal Service.
Rejection or other refusal to accept or the inability to deliver because of changed address of
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 33
which no notice was given as herein required shall be deemed to be receipt of the notice,
demand or request sent. For purposes of notice, the addressee of the parties shall be as
follows:
To Lender: City of Corpus Christi, Texas
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Attention: HCD Administrator
Fax: 361-826-1740
To Either Borrower Party: TG 110 Village at McArdle, LP
c/o TG 110, Inc.
3419 Nacogdoches Road
San Antonio, Texas 78217
Attention: Executive Director
Fax: 210.821.4313
With a copy to: Wells Fargo Bank, National Association
Community Lending and Investment
(AU #59448)
1445 Ross Avenue,48th Floor
MAC T9216-48
Dallas, Texas 75202-2711
Attention: Loan Administration
(Reference Loan No. 1019268)
With a copy to: Wells Fargo Affordable Housing
Community Development Corporation
MAC D1053-170
301 South College Street, 17th Floor
Charlotte, NC 28202-6000
Attn: Director of Asset Management
Any party shall have the right to change its address for notice hereunder to any other location
within the continental United States by the giving of twenty (20) days' notice to the other party
in the manner set forth herein.
38.3 Headings. The article, paragraph and subparagraph entitlements hereof are inserted for
convenience of reference only and in no way shall alter, modify or define, or be used in
construing, the text of such Articles, Paragraphs or Subparagraphs.
38.4 Reserved.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 34
38.5 Force Majeure. Notwithstanding anything to the contrary herein set forth, an equitable
adjustment shall be made for delay or failure in performing hereunder if such delay or failure is
caused, prevented, or restricted by conditions beyond the reasonable control of the party that
was to perform (a "Force Majeure Event"). A Force Majeure Event shall include, but not be
limited to: acts of God; fire, explosion; vandalism; storm or similar occurrences; pandemics;
orders or acts of any kind of any governmental authority, including without limitation any civil
or military authority; restraint of government and/or people; litigation; changes in law, rules or
regulations outside the control of the affected party; national emergencies or insurrections;
riots; acts of terrorism; supplier failures; or shortages.
38.6 Subordination. The terms and provisions of this Agreement and the other Loan
Documents are subject in all respects to the terms of the Wells Subordination Agreement, and
subject and subordinate in all respects to the terms and provisions of the Senior Loan
Documents.
38.7 Notwithstanding anything to the contrary set forth in this Agreement or any of the other
Loan Documents to the contrary, OWNER shall have the right to fulfill BORROWER's obligations
under this Agreement and the other Loan Documents, and in each such instance the CITY shall
accept OWNER's actions to fulfill each such obligation as if the applicable actions were taken by
BORROWER.
[Executed on the following pages]
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 35
Executed in duplicate originals to be effective as of the date first set forth above.
ATTEST: CITY OF CO'PUS C RISTI, TEXAS
Name: Rebecca Huerta K Selman, Assistant City Manager
City Secretar
• 03 16 AU 1 t1Uk\i".,-•
sy "" "`"""" ACKNOWLEDGMENT
�.H
sari-1W;6
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instrument was acknowledged before me on this day of November, 2020 by
Keith Selman, Assistant City Manager of the CITY OF CORPUS CHRISTI, TEXAS, a Texas Home
Rule Municipal Corporation, on behalf of said corporation
tiPA1•••* LALJILARGONZALES LSI�'G[1/
•j,^Notary Public, State of Texas
•:•P!• Comm. Expires 08-17-2022 Notary Public to of Texas
o ,�
,, „„r• Notary ID 131687307
APPROVED AS TO FORM:
THIS DAY OF NOVEMBER 2020
By:
Name: Kent Mcllyar
Assistant City Attorney
For Miles Risley, City Attorney
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 36
OWNER: BORROWER:
TG 110 VILLAGE AT MCARDLE, LP, TG 110, INC.,
a Texas limited partnership a Texas nonprofit corporation
By: TG 110 Village at McArdle GP, LLC, -7 _0.4
a Texas limited liability company, By: ,% ,
its general partner Gilbert M. Piette,
Executive Director
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
By:
Gilbert M. Piette,
Executive Director
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF BEXAR §
This instrument was acknowledged before me on this day of November, 2020, by
Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of TG 110 Village at McArdle GP, LLC, a Texas limited liability company, general partner
of TG 110 VILLAGE AT MCARDLE, LP, a Texas limited partnership, on behalf of said nonprofit
corporation and said limited partnership.
[ SEAL] 10otarCi /Lit
y PubJ, State of Texas
Daphne Lyne Garramore
•
MY Commission Ex
'Q 07 /03/2022 Pir"
a ID No 11012959
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 37
Exhibit 1 The Land
Exhibit A Preliminary Budget and Construction Schedule
Exhibit B Covenant of Affordability
Exhibit C Reserved
Exhibit D Reserved
Exhibit E Insurance
Exhibit F Other Federal Requirements
Exhibit G Certificate Regarding Lobbying
Exhibit H HOME Rent and Income Limits
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 38
EXHIBIT 1
The Land
All the certain real property located in the County of Nueces, State of Texas, described as
follows:
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 39
EXHIBIT A
Preliminary Budget &Construction Schedule
CHDO/Sponsor: TG 110, Inc. (CHDO)
Project Name: Village at McArdle Project Location: 5302 McArdle Road
Property Owner: TG 110 Village at McArdle, LP
Total Project Cost: $17,981,951.00 HOME FY 2020 Award: $1,000,000.00
Preliminary Budget
Project Financial Resources: (list may be adjusted to meet your project)
(Funds available to complete project) Amount
• Deferred Developer Fee $ 430,141.00
• FY 2020 HOME Fund $ 1,000,000.00
• Other: LIHTC $12,951,810.00
• Conventional Loan $ 3,600,000.00
Total Funds Available for Project S17.981,951.00
Estimated Expenses: (list may be adjusted to meet your project)
(List estimated expenses to complete your project) such as: Amount
• Land Acquisition $ 840,300.00
• Site Work Costs $ 2,104,195.00
• Direct New Construction Costs (includes HOME funds) $ 7,498,207.00
• Other Construction Costs (Fees, OH, Profit) $ 1,541,842.00
• Contingency $ 696,196.00
• Indirect/Soft Costs $ 1,732,000.00
• Developer Fees $ 2,135,231.00
• Financing Related Costs $ 1,108,980.00
• Project Reserves $ 325,000.00
Total Project Cost $17.981,951.00
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 40
Preliminary Construction Schedule
(Project Dates for completion of key project phases)
Projected Dates
• Design/Bid Documents (specification packet) completed July 2020
• Platting/Soil Testing (lead based paint, environmental, etc.) July 2020
• Construction Contract Award October 2020
• Land Acquisition November 2020
• Start Construction November 2020
• Construction 100%completion December 2022
NOTE: HUD/HOME Program does not require PJ to manage procurement process, due to this
project being supported by Low Income Housing Tax Credits, Developer is required to obtain a
Prime Contractor early on before Tax Credit funds are committed. Although HUD/HOME
Program does not require PJ to manage procurement process, HOME does require PJ to secure
copies of contract with Prime Contractor and therefore said contract must be provided to PJ.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 41
EXHIBIT B
DEED COVENANT
TO BIND PROPERTY
FOR PERIOD OF AFFORDABILITY
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Pursuant to that HOME Grant Agreement (the "HOME Agreement") dated to be effective
as of November , 2020, entered into between the CITY OF CORPUS CHRISTI, TEXAS, a
Texas Home Rule Municipal Corporation (the "CITY"), and TG 110 VILLAGE AT MCARDLE, LP, a
Texas limited partnership ("Owner"), which is the legal title holder to property described on the
property described on Exhibit A. attached hereto and incorporated in this instrument by
reference (the "Property"), Owner accepted federal funds in conjunction with the United States
Department of Housing and Urban Development's Home Investment Partnership Program
administered by the CITY, for the development of multifamily housing to be known as the
Village at McArdle Apartments and located on the Property.
Pursuant to the terms, conditions, and covenants contained within the HOME Agreement,
Owner, in consideration of receiving the funding, agrees to bind the Property with the
affordability requirements specified in the HOME Agreement and Title 24, Part 92.252, of the
United States Code of Federal Regulations (the "Affordability Requirements"), for a period of
not less than twenty (20) years from the date of completion of the construction of the project
on the Property (the "Affordability Period"), which shall be evidenced by the issuance of
certificates of occupancy (or the jurisdictional equivalent) for the buildings located on the
Property.
[SIGNATURE PAGE FOLLOWS]
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 42
This instrument constitutes a covenant running with the land required by federal law
and binds TG 110 Village At McArdle, LP, and its successors, heirs, assigns, and transferees,
such Property being subject to this instrument.
TG 110 VILLAGE AT MCARDLE, LP,
a Texas limited partnership
By: TG 110 Village at McArdle GP, LLC,
a Texas limited liability company,
its general partner
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
By: .,--------'--,"---0/*
," 0/*,.e e4'.
Gilbert M. Piette, Executive Director
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF BEXAR §
This instrument was acknowledged before me on this 1 (day of November, 2020, by
Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of TG 110 Village at McArdle GP, LLC, a Texas limited liability company, general partner
of TG 110 VILLAGE AT MCARDLE, LP, a Texas limited partnership, on behalf of said limited
partners is,
` Y Daphne Lyne Garramore
� My Commissron Expiry
� 07/03/2022
1,4. 4F ID No.11012959 OciaL (7.61,A 0 10 yy }
•-)41
Notary Pu'b'ic, State of Texas
AFTER RECORDING RETURN TO:
ATTN: Grant Monitoring Department Director
Grant Monitoring Department
P. O. Box 9277
Corpus Christi,TX 78469-9277
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 43
EXHIBIT A
THE LAND
All the certain real property located in the County of Nueces, State of Texas, described as
follows:
TO BE INSERTED
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 44
EXHIBIT C
Reserved.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 45
EXHIBIT D
(Reserved)
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 46
EXHIBIT E
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained and such insurance has been approved by the City. Contractor must not
allow any subcontractor to commence work until all similar insurance required of any
subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Director of Grant Monitoring
Department two (2) copies of Certificates of Insurance with applicable policy
endorsements showing the following minimum coverage by an insurance company(s)
acceptable to the City's Risk Manager. The City of Corpus Christi, Texas and its officers,
agents and employees must be listed as an additional insured on the General liability,
Auto Liability, Builders Risk, Excess Liability/Umbrella Liability and Contractor's Pollution
Liability/Environmental Impairment policies by endorsement, and a waiver of
subrogation is required on all applicable policies. Endorsements must be provided with
Certificate of Insurance. Project name and/or number must be listed in Description Box
of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of cancellation, Bodily Injury and Property Damage
non-renewal, material change or termination Per occurrence- aggregate
required on all certificates and policies.
Commercial General Liability including, but not $1,000,000 Per Occurrence
limited to: $2,000,000 Aggregate
1. Commercial Broad Form
2. Premises—Operations
3. Explosions and Collapse Hazard
4. Underground Hazard
5. Products/Completed Operations
6. Contractual Liability
7. Broad Form Property Damage
8. Independent Contractors
9. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 47
WORKERS'COMPENSATION Statutory
All States Endorsement required if Contractor is
not domiciled in Texas.
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
BUILDER'S RISK Policy limit shall be for total value of project.
Policy shall be an all perils policy including
collapse.
EXCESS LIABILITY/UMBRELLA LIABILITY $1,000,000 Per Occurrence
Contractor's Pollution Liability/ $1,000,000 Per Claim
Environmental Impairment Coverage
Not limited to sudden and accidental discharge.
To include long-term environmental impact for
the disposal of pollutants/contaminants.
C. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage
through a licensed insurance company. The coverage must be written on a policy and
endorsements approved by the Texas Department of Insurance. The workers'
compensation coverage provided must be in an amount sufficient to assure that all
workers' compensation obligations incurred by the Contractor will be promptly met. An
All States Endorsement shall be required if Contractor is not domiciled in the State of
Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis by companies authorized and admitted to do business in
the State of Texas and with an A.M. Best's rating of no less than A-VII.
C. Contractor shall be required to submit a copy of the replacement Certificate of
Insurance to City at the address provided below within 10 days of any change made by
the Contractor or as requested by the City. Contractor shall pay any costs incurred
resulting from said changes. All notices under this Exhibit shall be given to City at the
following address:
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 48
City of Corpus Christi, Texas
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City of Corpus Christi,Texas and its officers, officials, employees, and volunteers,
as additional insureds by endorsement with regard to operations, completed
operations, and activities of or on behalf of the named insured performed under
contract with the City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi, Texas where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to the City of any,
cancellation, non-renewal, material change or termination in coverage and not less than
ten (10) calendar days advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of Insurance
and applicable endorsements to the City. The City shall have the option to suspend
Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Contractor to stop work
hereunder, and/or withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self-insurance carried by the City of Corpus Christi,
Texas for liability arising out of operations under this contract.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 49
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2020 Insurance Requirements
Grant Monitoring Department
Village at McArdle Apartments Project
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 50
EXHIBIT F
OTHER FEDERAL REQUIREMENTS
Pursuant to that HOME Grant Agreement ("HOME Agreement") to which this Exhibit F is
attached, entered into between the CITY OF CORPUS CHRISTI, TEXAS (the "CITY"), a Texas
Home Rule Municipal Corporation, acting by and though its City Manager or the City Manager's
authorized designee, TG 110, INC., a Texas nonprofit corporation, and TG 110 VILLAGE AT
MCARDLE, LP, a Texas limited partnership (for which the sole member of its general partner is
TG 110, INC., a Texas nonprofit corporation, and a Community Housing Development
organization (CHDO) and acting in the capacity of a Sponsor), agreed that it shall comply with all
federal, state, and local laws, rules, and regulations applicable to the activities, services and
performances rendered, as noted in said HOME Agreement, including, but not limited to, the
laws, rules, and the regulations specified in Sections I through V of this Exhibit.
I. CIVIL RIGHTS
• The Fair Housing Act (42 U.S.C. Sections 3601-20) and implementing regulations at
24 CFR Part 100; Executive Order 11063, as amended by Executive Order 12259 (3
CFR, 1958-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity
in Housing) and implementing regulations at 24 CFR Part 107; and Title VI of the
Civil Rights Act of 1964 (42 U.S.C. 2000ed) (Nondiscrimination in Federally Assisted
Programs) and implementing regulations issued at 24 CFR Part 1,
Nondiscrimination Provisions of 92.350;
• Executive Order 11063, as amended by Executive Order 12259, and 24 CFR Part
107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order
10063." Failure or refusal to comply with the requirements of Executive Order
11063 or 24 CFR Part 107 shall be a proper basis for the imposition of sanctions
specified in 24 CFR Part 107.60;
• The prohibitions against discrimination on the basis of age under the Age
Discrimination Act of 1975 (42 U.S.C. Sections 6101-07) and implementing
regulations at 24 CFR Part 146, and the prohibitions against discrimination against
handicapped individuals under Section 504 of the Rehabilitation Act of 1973 (29
U.S.C. Sec. 794) and implementing regulations at 24 CFR Part 8;
• The requirements of Executive Order 11246 (3 CFR, 1964-65, Comp., p. 339) (Equal
Opportunity) and the implementing regulations at 24 CFR Part 8;
• The requirements of Executive Orders 11625 and 12432 (concerning Minority
Business Enterprise), and 12138 (concerning Women's Business Enterprise
consistent with HUD's responsibilities under these Orders. Each applicant must
make efforts to encourage the use of minority and women's business enterprises
in connection with HOME funded activities. TG 110 Village at McArdle, LP, et al,
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 51
must prescribe procedures acceptable to the CITY to establish activities to ensure
the inclusion, to the maximum extent possible of minorities and women and
entities owned by minorities and women. TG 110 Village at McArdle, LP, et al, will
be required to identify contracts which have been bid by minority owned, women
owned, and/or small disadvantaged businesses;
• The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.); and
• Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sec. 794) and
"Nondiscrimination Based on Handicap in Federally-Assisted Programs and
Activities of the Department of Housing and Urban Development," 24 CFR Part 8.
By signing the agreement between the CITY , TG 110, Inc. and TG 110 Village at
McArdle, LP, TG 110 Village at McArdle, LP, et al, understands and agrees that the
activities funded herein shall be operated in accordance with 24 CFR Part 8 and the
Architectural Barriers Act of 1968 (42 U.S.C. Sec. 4151 et. seq.), including the use
of a telecommunications device for deaf persons (TDDs) or equally effective
communication system.
• Nepotism - shall not employ in any paid capacity any person who is a member of
the immediate family of any person who is currently employed by who is a
member of a governing body. The term "member of immediate family" shall
include: wife, husband, son, daughter, mother, father, brother, sister, in-law,
aunt, uncle, cousin, nephew, niece, step-parent, step-child, half-brother and half-
sister.
• Sectarian Activity - none of the performance rendered hereunder shall involve,
and no portion of the funds received hereunder shall be used, directly or
indirectly, for the construction, operation, maintenance or administration of any
sectarian or religious facility or activity, nor shall said performance rendered or
funds received be utilized so as to benefit, directly or indirectly, any such sectarian
or religious facility or activity.
II. LEAD-BASED PAINT
• Title IV of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec. 4831),
including Mold and other health hazards.
III. ENVIRONMENTAL STANDARDS
• Environmental Review Procedures for Title I Community Development Block Grant
Programs, 24 CFR Part 58, as amended in 47 Fed. Reg. 15750 (April 12, 1982);
• National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.) and 40 CFR
Parts 1500-1508;
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 52
• The National Historic Preservation Act of 1966 (16 U.S.C. Sec. 470 et. seq.) as
amended; particularly Section 106 (16 U.S.C. Sec. 470f);
• Executive Order 11593, Protection and Enhancement of the Cultural Environment,
May 13 1971 (36 Fed. Reg. 8921), particularly Section 2(c);
• The Reservoir Salvage Act of 1960 (16 U.S.C. Sec. 469 et seq.), particularly Section
3 (16 U.S.C. Sec. 469a-1), as amended by the Archeological and Historic
Preservation Act of 1974;
• Flood Disaster Protection Act of 1973, (42 U.S.C. Sec. 4001 et. seq.) as amended,
particularly Sections 102(a) and 202(a) [(42 U.S.C. Sec. 4012a (a) and Sec. 4106(a)];
• Executive Order 19988, Floodplain Management, May 24, 1977 (42 Fed. Reg.
26951), particularly Section 2(a);
• Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 Fed. Reg.
26961), particularly Sections 2 and 5;
• The Coastal Zone Management Act of 1972 (16 U.S.C. Sec. 1451 et seq.) as
amended, particularly Sections 307(c) and (d) [(16 U.S.C. Sections 1456 (c) and (d)];
• The Safe Drinking Water Act of 1974 (42 U.S.C. Sec. 201.300(f) et seq.), and (21
U.S.C. Sec. 349) as amended, particularly Section 1424(e) [(42 U.S.C. Sections
300h-303(e)];
• The Endangered Species Act of 1973, (16 U.S.C. Sec. 1531 et seq.) as amended,
particularly Section 7 (16 U.S.C. Sec. 1536);
• The Wild and Scenic Rivers Act of 1968, (16 U.S.C. Sec. 1271 et seq.) as amended,
particularly Sections 7(b) and (c) [(16 U.S.C. Sections 1278(b) and (c)];
• The Clean Air Act (41 U.S.C. Sec. 7401 et seq.) as amended, particularly Sections
176(c) and (d)); and
• Farmlands Protection and Policy Act of 1981, (7 U.S.C. Sec. 4201 et seq.)
• 24 CFR Part 51, Environmental Criteria and Standards.
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 53
IV. RELOCATION AND ACQUISITION
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C. Sec. 4601 et. seq.), 49 CFR Part 24, and 24 CFR Section 570.496a
[(55 Fed. Reg. 29309 (July 18, 1990)].
V. APPLICABLE HOME PROGRAM PROVISIONS
HOME Designated Units:
§92.250 Maximum per-unit subsidy amount, underwriting, and subsidy layering.
§92.251 Property standards.
§92.252 Qualification as affordable housing: Rental housing.
§92.253 Tenant protections and selection.
§92.257 Faith-based activities.
§92.350 Other Federal requirements and nondiscrimination.
§92.351 Affirmative marketing; minority outreach program.
§92.352 Environmental review.
§92.353 Displacement, relocation, and acquisition.
Must have a Property Manager with at least one year experience in managing
Section 8 rental property.
All other applicable HUD, HOME, federal, state and local regulations.
Project Name: Village at McArdle Apts. HOME FY 2020
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 54
EXHIBIT G
CERTIFICATION REGARDING LOBBYING
FOR AGREEMENTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies to the best of its knowledge and belief, that:
1. No federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
an agency, a member of congress, an officer or employee of congress, or an employee of a
member of congress in connection with the awarding of any federal agreement, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative
agreement, or modification of any federal agreement, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any agency, a
member of congress, an officer or employee of congress, or an employee of a member of
congress in connection with this federal agreement, grant, loan, or cooperative agreement, the
undersigned shall complete and submit standard form — LLL, "Disclosure Form to Report
Lobbying", in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including sub-agreements, subgrant, and
agreements under grants, loans, and cooperative agreements) and that shall certify and
disclose accordingly.
This certification is material representation of fact which reliance was placed when this
transaction was made or entered into submission of this certification is a prerequisite for
making or entering into this transaction imposed by 31 U.S.C. Section 1352. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than
111 $10,000.00 and not more than $100,000.00 for each such failure.
(EXECUTION PAGE FOLLOWS)
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 55
TG 110 VILLAGE AT MCARDLE, LP, TG 110, INC.,
a Texas limited partnership a Texas nonprofit corporation
By: TG 110 Village at McArdle GP, LLC,
a Texas limited liability company, By:
its general partner Gilbert M. Piette,
Executive Director
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
By: -- �/` - l/—.
Gilbert M. Piette,
Executive Director
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF BEXAR §
This instrument was acknowledged before me on this 10 day of November, 2020, by
Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of TG 110 Village at McArdle GP, LLC, a Texas limited liability company, general partner
of TG 110 VILLAGE AT MCARDLE, LP, a Texas limited partnership, on behalf of said nonprofit
corporation and said limited partnership.
i1LeGaore
Mncsom0m22ission Expires
A i`/t14 IA
/q/nou
ID No.11012959 Notary Public', State of Texas
AFTER RECORDING RETURN TO:
ATTN: Grant Monitoring Director
Grant Monitoring Department
P. O. Box 9277
Corpus Christi,TX 78469-9277
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 56
EXHIBIT H
HOME Rent and Income Limits
FY 2020 Rents for All Bedroom Sizes for Corpus Christi,TX HUD FMR Area
PROGRAM EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR
LOW HOME RENT LIMIT
HIGH HOME RENT LIMIT
For Information Only:
FAIR MARKET RENT
50% RENT LIMIT
65% RENT LIMIT
The FMRs for unit sizes larger than four bedrooms are calculated by adding 15 percent to the four-
bedroom FMR, for each extra bedroom. For example, the FMR for a five-bedroom unit is 1.15 times the
four-bedroom FMR, and the FMR for a six bedroom unit is 1.30 times the four bedroom FMR. FMRs for
single-room occupancy units are 0.75 times the zero-bedroom(efficiency)FMR.
https://www.hudexchange.info/programs/home/home-rent-limits/
2020 Adjusted Home Income Limits
Corpus Christi, TX HUD FMR Area
1 2 3 4 5 6 7 8
Person Person Person Person Person Person Person Person
30% LIMITS
VERY LOW INCOME(50%)
60% LIMITS
LOW INCOME (80%)
*Income limits are published at least annually by HUD.
https://www.hudexchange.info/programs/home/home-income-limits/
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Village at McArdle,LP
Page 57
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