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HomeMy WebLinkAbout028382 RES - 10/27/2009Page 1 of 3 RESOLUTION AUTHORIZING THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION TO EXECUTE AN AFFORDABLE HOUSING PROJECT AGREEMENT WITH NUECES COUNTY COMMUNITY ACTION AGENCY, IN THE AMOUNT OF $100,000, FOR THE ACQUISITION, REHABLITATION, AND RESALE OF AFFORDABLE EXISTING HOMES, AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN AFFORDABLE HOUSING PROJECT ADMINISTRATION AGREEMENT WITH THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION REGARDING IMPLEMENTATION AND ADMINISTRATION OF THE AFFORDABLE HOUSING PROJECT AGREEMENT BETWEEN CORPORATION AND NUECES COUNTY COMMUNITY ACTION AGENCY FOR THE ACQUISITION, REHABLITATION, AND RESALE OF AFFORDABLE EXISTING HOMES WHEREAS, Section 501.073(a), Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, there is a need for an affordable housing project administration agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the implementation and administration of the affordable housing project agreement with Nueces County Community Action Agency for the acquisition, rehabilitation, and resale of affordable existing homes. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Business and Job Development Corporation is authorized to execute the affordable housing project agreement with Nueces County Community Action Agency for the acquisition, rehabilitation, and resale of affordable existing homes, which is attached to this resolution, as Exhibit A, and expend $100,000 of funds available to the Corporation for that purpose. SECTION 2. That the City Manager, or designee, is authorized to execute the affordable housing project administration agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the implementation and administration of the affordable housing project agreement with Nueces County Community Action Agency for the acquisition, rehabilitation, and resale of affordable existing homes, which is attached to this resolution as Exhibit B. 9382 AffordableHousingGrantResolution -- NCCAA Rehab -- 10132009.doc ATTEST: CITY OF CORPUS CHRISTI '//4,7,a -da --‘111/ Armando Chapa V Joe dame City Secretary Mayor APPROVED as to form: October/`V/2009 R. ening F st sistant C; Attorney For the City Attorney AffordableHousingGrantResolution -- NCCAA Rehab -- 10132009.doc Page 2of3 Page 3of3 Corpus Christi, Texas of K , 2009 The above resolution was passed by the following vote: Joe Adame Chris N. Adler til Brent Chesney /4/he-415F� Larry R. Elizondo, Sr. /6117 Kevin Kieschnick „Akuid-- Priscilla Leal jAS-h John E. Marez Nelda Martinez Mark Scott 8332 AffordableHousingGrantResolution -- NCCAA Rehab -- 10132009.doc CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: October fib, 2009 Agenda Item: Resolution authorizing the Corpus Christi Business and Job Development Corporation to execute an affordable housing project agreement with Nueces County Community Action Agency, in the amount of $100,000,for the acquisition, rehabilitation, and resale of existing affordable homes, and authorizing the City Manager, or designee, to execute an affordable housing project administration agreement with the Corpus Christi Business and Job Development Corporation regarding implementation and administration of the affordable housing project agreement between Corporation and Nueces County Community Action Agency for the acquisition, rehabilitation, and resale of existing affordable homes. Amount Required: $ 100.000 Fund Name Fund No. Org. No. Account No. Project No. Amount Type A 1/8t Cent Sales Tax for Economic Development $100,000.00 Total $100,000.00 Certification Not Required J.. Director of Financial Services Date: �O—I3 -off AFFORDABLE HOUSING PROJECT AGREEMENT NUECES COUNTY COMMUNITY ACTION AGENCY This Affordable Housing Project Agreement ("Project Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation"), the City of Corpus Christi ("City"), and Nueces County Community Action Agency ("Grantee"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979) empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council"), and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Board of Directors ("Board"); WHEREAS, the Board issued a request for proposals for affordable housing projects; WHEREAS, Grantee submitted a proposal to the Board to request funds for the acquisition, rehabilitation, and resale of affordable existing homes; and WHEREAS, the Board has determined that it is in the best interests of the residents of the City of Corpus Christi that affordable housing funds be awarded, by execution of this Project Agreement, to accomplish the affordable housing project described in this agreement and in Grantee's proposal; In consideration of the covenants, promises, and conditions stated in this Project Agreement, the Corporation, Grantee, and the City agree as follows: 1. Project Agreement to Implement Affordable Housing Project. This Project Agreement between the Corporation, the City, and Grantee is executed to implement the promotion and development of an affordable housing project proposed by Grantee in response to the Board's request for,proposals ("Project Response"). The Project Response submitted by Grantee, entitled "NCCAA Rehabilitation Project" ("Project") is Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 1 of 11 Exhibit A attached to this Project Agreement as Exhibit C, and is incorporated in this Project Agreement by reference. 2. Effective Date. The effective date of this Project Agreement is the latest date on which a party to the Project Agreement is executes this Project Agreement. ("Effective Date") 3. Expiration Date. This Project Agreement expires on July 31, 2010. 4. Services to be Provided by City. a. The City, through the City's City Manager or his designee ("City Manager"), administers the funding and performs contract administration responsibilities, as outlined in this Project Agreement, for the Corporation. 5. Services to be Provided by Grantee. a. Establish an Existing Housing Acquisition/Rehabilitation/Resale Revolving Grant Fund that will support the following four program stages: (1) Stage 1 — Property Acquisition. (a) Identifying prospective properties for acquisition. (b) Conducting a feasibility analysis on the properties. (c) Submitting offers on properties. (d) Acquiring title to properties. (2) Stage 2 — Property Rehabilitation. (a) Rehabilitate units. (b) Incorporate Green Energy concepts. (c) Incorporate Efficiency concepts. (3) Stage 3 — Sale of Properties (a) Sell property to qualified homebuyers. (b) Qualified homebuyers at or below 80% AMI (annual median income. (4) Stage 4 — Closing on Sales (a) Close of property sales transactions. Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 2 of 11 (b) Reimburse fund from sales proceeds. (c) Restart cycle. b. Identify properties that can be rehabilitated for resale as affordable housing for qualified buyers from the following sources: Bank REO, tax foreclosures, mortgage foreclosures, and sales by private individuals. (BanIS,.REO property is property owned by banks, normally acquired through foreclosure, that failed to sell at a foreclosure auction.) c. Rehabilitate acquired properties to keep the post -rehabilitation value at an affordable level, e.g., not more than 95% of the median purchase price of homes in area. (1) Upon acquisition of a property, detailed job specifications must be developed for each address by qualified housing construction personnel. (2) The specifications must be used to bid out the jobs and to facilitate project management. (3) Properties must be returned to safe, sanitary, and secure condition. (4) Green energy concepts must be incorporated into selection of materials and appliances. (5) To the maximum extent practicable, homes must be modified to address potential needs of persons with disabilities. d. Sell the rehabilitated homes to qualified buyers utilizing existing down payment assistance programs. e. Limit program implementation cost to less than 10% of the average unit sales price of the rehabilitated homes. 6. Services to be Provided by Corporation. The Corporation will provide a grant of up to $100,000.00. 7. Documentation and Reports. a. Grantee shall maintain all documentation relating to the receipt and expenditure of the funds provided under this Project Agreement for a period of three years following the expiration of this Project Agreement or for such longer period as may be required by Federal or State law. b. Grantee shall provide access to all records, documents, reports, and audits, regarding the funded activity under this Project Agreement, during regular business hours, for the purpose of inspection and copying by the City Manager. Furthermore, Grantee shall provide to the City Manager any information Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 3 of 11 pertinent to this Project Agreement, as may be requested during the term of this Project Agreement. c. Grantee shall submit a performance report ("Quarterly Report") to the City and the Corporation at least once each quarter, and a complete performance report ("Final Report") within 30 days of the expiration of this Project Agreement. The Quarterly and Final Reports must contain all relevant details pertaining to the acquisition, rehabilitation, and resale of affordable existing homes, and include any supporting documentation required to substantiate the written narrative contained in the reports. The reports must document: (1) Assets in the Existing Housing Acquisition/Rehabilitation/Resale Revolving Grant Fund, including beginning balance at start of reporting period, other funds contributed to the fund, expenditures from the fund, and fund balance at end of reporting period. (2) Properties acquired through program, including location and description, and acquisition costs. (3) Costs of rehabilitating the individual properties. (4) Properties sold through program, including sale price and other selling expenses. (5) Net gain or loss from each transaction completed during reporting period. 8. Amendments or Modifications. a. No amendments or modifications to this Project Agreement may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. b. The City Manager is authorized to execute minor amendments or modifications to this Project Agreement, by exchange of letters with the Grantee. The minor amendments and modifications may relate to the timing of performance and reporting, the scope of work to be performed, the number of homebuyers assisted, or the amount of assistance provided to each homebuyer. However, the minor amendments or modifications may not increase the amounts of money available to the Grantee under this Project Agreement. 9. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Agreement or the application of this Project Agreement to.any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 4 of 11 competent jurisdiction, then the remainder of this Project Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Agreement that every section, paragraph, subdivision, clause, provision, phrase, and word of this Project Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Agreement, then the remainder of this Project Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Agreement automatically. 10. Compliance with Laws. Grantee shall comply with all applicable Federal, State, and local government laws, rules, regulations, and ordinances which may be relevant to Grantee's performance under this Project Agreement. 11. Jurisdiction and Venue. a. This Project Agreement is governed by and must be construed under the laws of the State of Texas. b. All actions brought to enforce compliance with this Project Agreement must be brought in Nueces County, Texas, where this Project Agreement was entered into and must be performed. 12. Acknowledgment and Construction of Ambiguities. The parties expressly agree that each has independently read and does understand this Project Agreement. By Grantee's execution of this Project Agreement, Grantee agrees to be bound by the terms, covenants, and conditions contained in this Project Agreement. Any ambiguities in this Project Agreement may not be construed against the drafter. 13. Indemnity. Grantee must fully indemnify and hold harmless the City of Corpus Christi, the Corpus Christi Business and Job Development Corporation, and their officers, employees, and agents (hereinafter, collectively "Indemnitees") from and against any and all liability, damage, loss, claims, demands, expenses, suits, and causes of action of any nature whatsoever on account of injury or damage to person (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims) or property loss or damage of any kind whatsoever which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with, either proximately or remotely, wholly or in part, Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 5 of 11 any activities by Grantee, its officers, employees, agents, members, invitees, or independent contractors with respect to this Project Agreement or the Project that is the subject of this Project Agreement, regardless of whether such injuries, death, or damages are caused, or are claimed to be caused, by the contributory negligence of any of the Indemnitees, but not if caused by the sole negligence of the Indemnitees unmixed with the fault of any other person or entity. Grantee covenants and agrees that if Indemnitees, or any of them, are made a party to any litigation against Grantee or in any litigation commenced by any party other than Grantee relating to this Project Agreement or Project, Grantee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend Indemnitees in all actions based thereon with legal counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. 14. Warranties. Grantee warrants and represents to Corporation the following: a. Grantee is a duly organized, validly existing, and in good standing under the laws of the State of Texas, has all authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Grantee has the authority to enter into and perform, and will perform, the terms of this Project Agreement. c. Grantee has timely filed and will timely file all local, State, and Federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Project Agreement. d. Grantee has received a copy of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, and acknowledges that the funds granted in this Project Agreement must be utilized solely for purposes authorized under State law and by the terms of this Project Agreement. e. If an audit determines that the funds were not used for authorized purposes, Grantee agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. f. The parties executing this Project Agreement on behalf of Grantee are duly authorized to execute this Project Agreement on behalf of Grantee. Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 6 of 11 15. Events of Default. The following events constitute a default of this Agreement: a. Failure of Grantee to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Project Agreement. b. The Corporation or City determines that any representation or warranty on behalf of Grantee contained in this Project Agreement or in any financial statement, certificate, report, proposal, or opinion submitted to the Corporation in connection with this Project Agreement was incorrect or misleading in any material respect when made. c. Any judgment is assessed against Grantee or any attachment or other levy against the property of Grantee with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. d. Grantee makes an assignment for the benefit of creditors. e. Grantee files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes on property owed by Grantee become delinquent, and Grantee fails to timely and properly follow the legal procedures for protest or contest. g. Grantee changes the general character of its business as conducted on or following the date this Agreement is approved by the Corporation. 16. Notice of Default. Should the Corporation or City determine that Grantee is in default under the terms of this Agreement, the Corporation or City shall notify Grantee in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Grantee to cure the event of default. 17. Results of Uncured Default. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Grantee, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: a. Grantee shall immediately repay to Corporation, with interest at the interest rate paid by the City on its most recently issued general obligation bonds from date of expiration of Cure Period until fully paid, all funds not used under terms of this Project Agreement. b. Grantee shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. c. The Corporation shall have no further obligations to Grantee under this Project Agreement and this Project Agreement shall terminate. Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 7 of 11 d. Neither the City nor the Corporation may be held liable for any consequential damages. e. The Corporation may pursue all remedies available under law. 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Project Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Project Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Project Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Project Agreement. c. Any waiver or indulgence of Grantee's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Grantee is in default in any of its conditions or covenants of this Project Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Project Agreement on account of the default. 19. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Grantee: Nueces County Community Action Agency Attn: Executive Director 101 South Padre Island Drive Corpus Christi, Texas 78405-4102 If to Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 8 of 11 b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided in subsection a of this section. 20. Incorporation of other documents. The Corpus Christi Business & Job Development Corporation 4a Board Affordable Housing Request for Proposals issued [Date of RFP] is incorporated into this Project Agreement. 21. Relationship of Parties. In performing this Agreement, the Corporation, Grantee, and the City shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 22. Nonassignment. Grantee may not assign, mortgage, pledge, or transfer this Project Agreement or any interest contained in this Project Agreement without the prior written consent of the other parties to this Project Agreement. 23. Non-discrimination. a. Grantee may not discriminate nor permit discrimination against any person or group of persons on the grounds of race, gender, disability, religion, age, or national origin in any manner prohibited by the laws of the United States or the State of Texas. b. The City Manager retains the right to take any action the United States or the State of Texas may direct to enforce this non-discrimination covenant. 24. Captions. The captions in this Project Agreement are for convenience only and are not a part of this Project Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Agreement. 25. Entire Agreement. This Project Agreement and the referenced and incorporated documents constitute the entire agreement between the Corporation, the City, and Grantee for the purpose stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Project Agreement, unless contained in this Project Agreement, are expressly revoked, as the parties intended to provide for a complete understanding, within the provisions of this Project Agreement and its referenced and incorporated documents, of the terms, Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 9 of 11 conditions, promises, and covenants relating to the each party's required performance under this Project Agreement. CORPUS CHRISTI BUSINESS & JOB DEVELOPMENT CORPORATION Eloy Salazar President STATE OF TEXAS § COUNTY OF NUECES § Date ACKNOWLEDGMENT KNOW ALL BY THESE PRESENTS: This instrument was acknowledged before me on , 2009, by Eloy Salazar, President, Corpus Christi Business & Job Development Corporation, a Texas nonprofit corporation, on behalf of the corporation. NOTARY PUBLIC State of Texas ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 'Angel R. Escobar City Manager Date: Date: APPROVED AS TO FORM: R. Jay Reining First Assistant City Attorney for the City Attorney Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 10 of 11 NUECES COUNTY COMMUNITY ACTION AGENCY Joe A. Martinez Date Executive Director ACKNOWLEDGMENT STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES This instrument was acknowledged before me on , 2009, by Joe A. Martinez, Executive Director, Nueces County Community Action Agency, a Texas non-profit corporation, on behalf of the corporation. NOTARY PUBLIC State of Texas Affordable Housing -- NCCAA - Rehab -- 10132009.doc Page 11 of 11 EXHIBIT A REAL ESTATE NOTE Date: Maker: Maker's Address: Payee: CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION c/o City of Corpus Christi, Economic Development Office P. O. Box 9277 Corpus Christi, Nueces County, Texas, 78469 Principal Amount: Annual Interest Rate on unpaid principal from date of funding: Zero percent (0%) Terms of payment: This Real Estate Note shall be due and payable upon the earliest of the following events: Sale or transfer of the property described in this Note; Maker ceases to occupy the property as principal residence; or foreclosure of home. The term "principal residence" means a dwelling, which, depending on all of the facts and circumstances, including the good faith intent of the occupant, is occupied primarily for residential purposes by the owner. Security for Payment: Deed of Trust between Maker and Payee covering the following property: 1. Maker promises to pay to the order of Payee at the place for payment and according to the terms of payment the principal amount, plus interest at the rates stated above. 2. On default in the payment of any part of the principal, when due, or failure to comply with any or the agreements and conditions in any and all instruments given to secure this note including, without limitation any default under the terms Affordable Housing -- NCCAA - Rehab -- 10132009.doc A-1 and provisions of the Real Estate Note, this Note shall at the option of the holder hereof, at once mature the whole of this note, without notice at the election of Payee. Maker and each surety, endorser, and guarantor waive all demands for payment, presentations for payment, notices of intention to accelerate maturity, protests, and notices of protest. 3. In the event this note is placed into the hands of an attorney for collection, or if collected through Probate or Bankruptcy proceedings, then an additional ten percent (10%) on the amount of principal and interest then mitt hereon, shall be added to the same as reasonable and necessary attorney's fees in addition to court costs. 4. Each Maker is responsible for the entire amount of this note. 5. The makers and all endorsers, sureties and guarantors of this note hereby severally waive presentment for payment, notice of non-payment, notice of intent to accelerate, notice of acceleration, protest and diligence in bringing suit, against any party hereto, and consent that the time of payment of this note, or any part thereof, may be extended without notice. MAKERS Affordable Housing -- NCCAA - Rehab -- 10132009.doc A-2 EXHIBIT B DEED OF TRUST Date: Grantor: Grantor's Mailing Address (including county): Corpus Christi, Nueces County, Texas 784 Trustee: Lisa Aguilar Acting City Attorney 1201 Leopard Street Corpus Christi, Texas 78401 Beneficiary: Corpus Christi Business and Job Development Corporation Beneficiary's Mailing Address (including county): P.O. Box 9277 Corpus Christi, Nueces County, TX 78469 Note(s): That note of even date herewith executed by Maker payable to the order of Beneficiary and described as follows: Date: Amount: Maker(s): Payee: Corpus Christi Business and Job Development Corporation Final Maturity Date: Due upon earliest of following events: (1) sale or transfer of property. (2) Grantor(s) cease to occupy property as principal residence. Terms of Payment: As therein provided Property (including any improvements): Prior Lien(s)(including recording information): Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-1 For value received and to secure payment of the note, Grantor conveys the property to Trustee in trust. Grantor warrants and agrees to defend the title to the property. If Grantor performs all the covenants and pays the note according to its terms, this deed of trust has no further effect, and Beneficiary shall release it at Grantor's expense. GRANTOR'S OBLIGATIONS Grantor agrees to: 1. Keep the property in good repair and condition. 2. Pay all taxes and assessments on the property when due. 3. Preserve the lien's priority as it is established in this deed of trust. 4. Maintain, in a form acceptable to Beneficiary, an insurance policy that: a. Covers all improvements for their full insurable value as determined when the policy is issued and renewed, unless Beneficiary approves a small amount in writing. b. Contains an 80% coinsurance clause. c. Provides fire and extended coverage, including windstorm coverage. d. Protects Beneficiary with a standard mortgage clause. e. Provides flood insurance at any time the property is in a flood hazard area. f. Contains such other coverage as Beneficiary may reasonably require. 5. Comply at all times with the requirements of the 80% coinsurance clause. 6. Deliver the insurance policy to Beneficiary and deliver renewals to Beneficiary at least ten days before expiration. 7. Keep any buildings occupied as required by the insurance policy. 8. If this is not a first lien, pay all prior lien notes that Grantor is personally liable to pay and abide by all prior lien instruments. 9. Principal residence requirement: a. Grantor agrees to occupy the property described in this deed of trust as Grantor's principal residence. b. As used in this deed of trust, "principal residence" means a home which, depending upon all of the facts and circumstances (including the Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-2 good faith of the occupant) is occupied primarily for residential purposes by Grantor. c. The term does not include a home used as an investment property or a recreational home or a home which is used primarily in a trade or business (as evidenced by the use of more than fifteen percent [15%] of the total floor space in a trade or business). d. Grantor agrees to submit annual recertification, in a form prescribed by Beneficiary, to the Beneficiary to evidence Grantor's occupancy under the provisions of this Deed of Trust. e. Grantor further agrees to notify Beneficiary immediately if at any time the property ceases to be used as Grantor's principal residence. 10. Due on Sale Requirement. If Grantor conveys or contracts to convey the property, or any interest the property, to a party or parties not appearing in this instrument without the written consent of Beneficiary, then Beneficiary, at its election exercised at any time after such event without notice to Grantor, may declare the entire indebtedness secured hereby at once due and payable. BENEFICIARY'S RIGHTS 1. Beneficiary may appoint in writing a substitute or successor trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the note are used to pay any debt secured by prior liens, Beneficiary is subrogated to all of the rights and liens of the holders of any debt so paid. 3. Beneficiary may apply any proceeds received under the insurance policy either to reduce the note or to repair or replace damaged or destroyed improvements covered by the policy. 4. If Grantor fails to perform any of Grantor's obligations, Beneficiary may perform those obligations and be reimbursed by Grantor on demand at the place where the note is payable for any sums so paid, including attorney's fees, plus interest on those sums from the dates of payment at the rate stated in the note for matured, unpaid amounts. The sum to be reimbursed shall be secured by this deed of trust. 5. If Grantor defaults on the note or fails to perform any of Grantor's obligations or if default occurs on a prior lien note or other instrument, Beneficiary may: a. Declare the unpaid principal balance and earned interest on the note immediately due. Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-3 b. Request Trustee to foreclose this lien, in which case Beneficiary or Beneficiary's agent shall give notice of the foreclosure sale as provided by the Texas Property Code, as then amended. c. Purchase the property at any foreclosure sale by offering the highest bid and then have the bid credited on the note. 6. If Grantor conveys or contracts to convey the property covered by this deed of trust, or any interest in the property covered by this deed of trust, including a leasehold interest, to a party or parties not appearing in this instrument without the written consent thereto of Beneficiary, then Beneficiary, at its election exercised any time after such event and without notice to Grantor, may declare the entire indebtedness secured hereby at once due and payable. TRUSTEE'S DUTIES If requested by Beneficiary to foreclose this lien, Trustee shall: 1. Either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code, as then amended. 2. Sell and convey all or part of the property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens and to other exceptions to conveyance and warranty. 3. From the proceeds of the sale, pay, in this order: a. Expenses of foreclosure, including a commission to Trustee of 5% of the bid. b. To Beneficiary, the full amount of principle, interest, attorney's fees, and other charges due to unpaid. c. Any amounts required by law to be paid before payment to Grantor. d. To Grantor, any balance. GENERAL PROVISIONS 1. If any of the property is sold under this deed of trust; Grantor shall immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor shall become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any Trustee's deed conveying the property will be presumed to be true. Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-4 3. Proceedings under this deed of trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien remains superior to liens later created even if the time of payment of all or part of the note is extended or part of the property is released. 5. If any portion of the note cannot be lawfully secured by this deed of trust, payments must be applied first to discharge that portion. 6. Grantor assigns to Beneficiary all sums payable to or received by Grantor from condemnation of all or part of the property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the property. After deducting any expenses incurred, including attorney's fees, Beneficiary may release any remaining sums to Grantor or apply the sums to reduce the note. Beneficiary is not be liable for failure to collect or to exercise diligence in collecting any such sums. 7. Grantor assigns to Beneficiary absolutely, not only as collateral, all present and future rent and other income and receipts from the property. a. Leases are not assigned. b. Grantor warrants the validity and enforceability of the assignment. Grantor may as Beneficiary's licensee collect rent and other income and receipts as long as Grantor is not in default under the note or this deed of trust. c. Grantor shall apply all rent and other income and receipts to payment of the note and performance of this deed of trust, but if the rent and other income and receipts exceed the amount due under the note and deed of trust, Grantor may retain the excess. d. If Grantor defaults in payment of the note or performance of this deed of trust, Beneficiary may terminate Grantor's license to collect and then as Grantor's agent may rent the property if it is vacant and collect all rent and other income and receipts. e. Beneficiary neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the property. f. Beneficiary may exercise Beneficiary's rights and remedies under this paragraph without taking possession of the property. g. Beneficiary shall apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Beneficiary's rights and remedies and then to Grantor's obligations under the note and this deed of trust in the order determined by Beneficiary. Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-5 h. Beneficiary is not required to act under this paragraph, and acting under this paragraph does not waive any of Beneficiary's other rights or remedies. i. If Grantor becomes a voluntary or involuntary bankrupt, Beneficiary's filing a proof of claim in bankruptcy will be tantamount to the appointment of a receiver under Texas law. 8. Interest on the debt secured by this deed of trust do not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. a. Any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. b. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. c. This provision overrides other provisions in this and all other instruments concerning the debt. 9. In the event the property described in this deed of trust is subject to prior liens in favor of third parties, any default under any prior lien instrument is a default under this deed of trust. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term "note" includes all sums secured by this deed of trust. 12. This deed of trust binds, inures to the benefit of, and may be exercised by successors in interest of all parties. 13. The note secured by this deed of trust evidences funds advanced for a portion of the purchase price of the property described in this deed of trust, and is additionally secured by a vendor's lien on the property. 14. Upon the sale, rent, or change of ownership of the property described in this deed of trust for any reasons, by any means, or upon the death of the Makers of the Real Estate Note(s) secured by this deed of trust, the entire principal and appropriate interest of the Real Estate Note(s) immediately become due and payable without notice or presentment of any kind including, without limitations, notice of intent to accelerate and notice of acceleration. a. The Executive Director of the Corpus Christi Business and Job Development Corporatiori may waive this requirement upon the written Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-6 request of the Makers of the Real Estate Note(s) or their heirs, successors, and assigns. b. Should the property no longer become the primary residence or should there be a change of use, the entire principal and appropriate interest shall immediately become due and payable without notice or presentment of any kind including, without limitations, notice of intent to accelerate and notice of acceleration. Witness our hands this day of , 200_ A.D. Name: Name: STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of 200_, by Notary Public, State of Texas STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of 200_, by Notary Public, State of Texas Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-7 AFTER RECORDING RETURN TO: Corpus Christi Business and Job Development Corporation c/o City of Corpus Christi Economic Development Office P. O. Box 9277 Corpus Christi, Texas 78469 Affordable Housing -- NCCAA - Rehab -- 10132009.doc B-8 AFFORDABLE HOUSING PROJECT ADMINISTRATION AGREEMENT This Affordable Housing Project Administration Agreement ("Project Administration Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and the City of Corpus Christi, Texas ("City") for the administration of the Affordable Housing Project Agreement between the Corporation and Nueces County Community Action Agency for the acquisition, rehabilitation, and resale of existing affordable homes. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979) empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council"), and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Corporation of Directors. ("Corporation"); WHEREAS, the Corporation issued a request for proposals for affordable housing projects; WHEREAS, Nueces County Community Action Agency has submitted a proposal to the Corporation for $100,000 for the acquisition, rehabilitation, and resale of existing affordable homes; WHEREAS, the Corporation has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund the Nueces County Community Action Agency's the acquisition, rehabilitation, and resale of existing affordable homes; and WHEREAS, Section 501.073(a), Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Corporation; Page 1 of 3 Affordable Housing Project Administration Agreement -- NCCAA Rehab -- 10132009.doc Exhibit B WHEREAS, the Corporation and Nueces County Community Action Agency have executed a affordable housing project agreement for the acquisition, rehabilitation, and resale of existing affordable homes, as authorized by the City Council. In consideration of the covenants, promises, and conditions stated in this Project Administration Agreement, the Corporation and the City agree as follows: 1. Project Administration Agreement to Implement Affordable Housing Project Agreement. This Project Administration Agreement between the City and the Corporation is executed to implement the Affordable Housing Project Agreement between the Corporation and Nueces County Community Action Agency ("Affordable Housing Agreement") for the acquisition, rehabilitation, and resale of existing affordable homes. 2. Term. The term of this Project Administration Agreement runs concurrently with the term of the Affordable Housing Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Affordable Housing Agreement for the Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Administration Agreement is the latest date that either party executes this Agreement. 6. Amendments or Modifications. No amendments or modifications to this Project Administration Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Administration Agreement or the application of this Project Administration Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Administration Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Administration Agreement that every section, Page 2of3 Affordable Housing Project Administration Agreement -- NCCAA Rehab -- 10132009.doc paragraph, subdivision, clause, provision, phrase, or word of this Project Administration Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Administration Agreement, then the remainder of this Project Administration Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Administration Agreement automatically. 8. Captions. The captions in this Project Administration Agreement are for convenience only and are not a part of this Project Administration Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Administration Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation 'Angel R. Escobar Eloy Salazar City Manager President Date: Date: Attest Armando Chapa City Secretary Approved as to Legal Form: , 2009. R. Jay Reining First Assistant City Attorney for City Attorney Page3of3 Affordable Housing Project Administration Agreement -- NCCAA Rehab -- 10132009.doc