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Home My WebLink AboutC2006-087 - 3/21/2006 - NA HOME LOAN AGREEMENT BETWEEN THE CORPllS CHRISTI COMMliNITY IMPROVEMENT CORPORATION ANI> ~EA BREEZE SENIORS, LP STATE OF TEXAS * * COUNTY OF NlfECES * fhis HOMI. oall agreement ("'HOME LOAN AGREEMENT") is hereby made and entered II1to bv and between the Corpus Christi Community Improvement Corporation (nCCC IC .'j. a 'I exas nonprotit corporatIon, acting by and through its General Manager, and Sea Breeze Seniors. LP ('BORROWER"" a Texas limited partnership organized by the Housing \uthont) of the City \)1' (orpus ( hristl (""HACC'), acting by and through its Executive Director, duly auth\lrized and hneinafter rekrred to as HACC s Executive Director. WHEREAS. ( '0 'Ie. through the City of Corpus ('hristi. Texas ("CITY"), has received certain funds for CI I'V'S 2004-2005 tiscal year from the I,S, Department of Housing and Urban Development (""HI I)") under Title Ill)t' the National /\tTordable Housing Act of 1990, (P.L. 101- 625) ('HOMEn) for 'Itill.lation In connection with its HOME Investment Partnerships Grant ("HOi\ H Program" Land WHEREAS. lhe C('CIe. with the approval of the CITY's City Council, has adopted a budget for such funds am! has inciuded therein the expenditure of funds in the form of a loan (the "Loan") to IH )RROWI R for the project entitled. "Sea Breeze Senior Apartments" (the "Projed" I: and WHEREAS. the 'CCIC IS responsible for the administration of the HOME funds and all matter" pertaining thereto and WHEREAS. ('0 'Ie wishes to make the Loan to BORROWER in connection with the BORROWER's de\ el1lpment of the ProJect; and WHEREAS, as a part of said Project implementation and management by BORROWER, It is proposed that [he Loan he made to BORROWER for. among other things, actual constructIon costs relatec to the construction of certain improvements upon real property more particular!) descrihed In I xhihit . An attached hereto. incorporated herein and made a part hereof for all purposes (such real propel1) and any and all improvements along with any construction done PI hereafter II) be dIme referred tu herein as the "Property"), such Loan to be secured by, among other things a lien and sel:urit~ Interest (the .'CCCIC Liens") against Borrower's interest In the Prppert\, 2006-087 03/21106 i I IO\1E Loan Agreement ('C( 1<< "lOW THEREFORF I he partie~ 10 rhi', AGRLI. MI' N [ severally and collecti\ ely agree, and by the execution hereot are bound. t<1 the mutual l)bltgations herem contained and to the pertormance and accompli~hmenl of the ta.,ks herei natter described, I. DEFINITIONS !,1 For purposes )1' 1his HOME l.< )AN AUREEMENT, In addition to the definitions and references set lorth throughout this HOME LOAN AGREEMENT, the tollowing terms shall have the meanings ind1cated: (\ i "Business Day". 'vcr) day of the vveek. except all Saturdays, Sundays and those scheduled holidays otliClally adopted and approved by the CITY's City Council tor its l'mrloyees, d~} "Em ironmental Lav.." Any federal. state, or local law, statute, ordinance, regulation or rule pertaining to health, industrial hygiene, or the environmental londiti,ms on. under. or about the Properly including, without limitation, (i) the Resl1urce ('onsen ation and Recover: Act. as amended by the Hazardous and ~olid Waste Amendments of 1984. as nov.. or hereafter amended ("RCRA") (42 t S c ~h901. L'i $'</); (ii) the Comprehensive Environmental Response, ('ompensation. and liability Act of 1980. as amended by the Superfund Amendments and Reauthorization Act of 1986, as now or hereafter amended ('Cr RCI \") (42 l ,s< ~960L L'l ,ecj.): (iii) the Clean Water Act, as now or hereattl'r .lmended ("( WA") i:n l ,S,C ~]251. et, seq,); (iv) the Toxic Substance, ('ontw[\c1. as no\\ or hereafter amended ("TSCA") (15 U.S.C ~2h()1 t'1 \eCI ): ($ the < 'lean Air A,ct. as now or hereafter amended ("CAA") (42 l ~ (' ~7.+OL ,'I \C(j.). 1\1) the lexas Solid Waste Disposal Act (V.T.C.A. Health and -;akt) Code ~ 36 [,00 i. el SI.'</). (vii) the Texas Water Code (V.T.CA. Water Code ~~2/),OO 1-2h.4(7) (viii) all regulations promulgated under any of the t,)rego1l1g. (vi\) all: federal. state. IH local law. statute. ordinance, regulation, or ruk analogous 10 .Hl: pi the foregoing: and (x) any other federal, state, or local l1\\ i indu,jing an;. COl1lnHlI1 lav..). statute. ordinance. regulation, or rule regulating, I'rohlbltint~. or othen\ j:-'l' restricting the plaeement. discharge, release, threatened rdease g, neratlon. treatment. or disposal upon or into any environmental media ('( ,lf1: substance. pullutant. or \\aste \\hich is now or hereafter classified or l unsick'rec! to be hazardolis or tox lC tn human health or the environment. ((! . 1-11\ irdnll1ental Report' A report prepared b: a reputable engineer or other part) satislactory U CCClC. in its reasonable determination and discretion. and in :--uch detail as ('( Clt llIay require. indicating that no part of the Property is contammated with ! lazardous ~v1aterials or IS subject to undue risk of cnntammation by [Ia:nudous Materials, III )ME Loan Agreement 7878782 JO')844 0000\)' I)) "(j(}\ ernm'-.'ntal Authorit\' A.n~ and all courts, boards, agencies, commissions, offices or authoritIes 01 any nature \\hatsoever for any governmental unit (federaL statc' 'OUllty. distnet municipaL or otherwise). whether now or hereafter in (\istenc:e. having]llrisdlctlon 0\ et the applicable matter. Il "Hazardous Material~" Any tlammables. explosives. radioactive materials. asbesto,>. petroleum products. or other hazardous waste. including, without Imlltatlon. substances defined as "hazardous substances:' "'hazardous materials." ()t.tO\lC .,ubstanc.:s" il1 ;.my En\ironmental La\\: excluding, however. standard prepackaged household items and supplies and materials necessary for the L>Jnslructipn and operation of the Property I I'Legal Reyuirements' (i) an) and all present and future judicial decisions, slatute~, rlllings. rules, regulations. pemlits. certificates, or ordinances of any (f()\ ern mental Authont) 111 any \\ay applicable to BORROWER, any guarantor of the Pr'ljecL the loan, nr the Property. including. without limitation, the owncrsflip use. construction. rehabilitation. development, occupancy, possession, operation. maintenance. ,t1teration. repair. or reconstruction thereof~ (ii) any and all L'(}\ l~naJlts. conditions. and restrictions contained in any deed or other form of (,m\ t')dnc.' or in any l)lher instrument of any nature that relate in any way or are applicahle to the Property or the ownership. use. construction, occupancy. p\Jssesslon. operatIOn. maintenance, alteration, repair, or reconstruction thereof~ (Iii) BORROWFR s or any ProJt:ct or Loan guarantor's presently or subsequently d'feeti\ e hdaws and anielcs of incorporation or partnership, limited partnership, I(\ml \ cnture. trust. or other form of husiness association agreement, (iv) any and allleasl?s tdated to the Pwperty or the Project. (v) other contracts, whether written O[ oraL of any nature that relate 111 an~ way to the Property or the Project and to \\ hlCh HORROWI. R or an) Loan or Project guarantor may be bound. () '-Loan Documents' (i) this HOME I DAN AGRH~MENT, (ii) that certain "Real r state liell No(c" lhe ''\ote''). of ewn date herewith, signed by BORROWER, evidenCIng its obli~ati\)t] !<J!" payment to cccle in connection with the Loan, (iii) that certain "Deed of Irust" (the "Deed of TrusC) of even date herewith, signed h\ HORROWfR and --.ecuring payment of the Note, and (iv) that certain "Declaratiun of RestrIctive (lwenant to Bind Property for Period of i\tt()rd,loil,ty." ,}f ,'ven date here\\ith. signed b) HACC in connection with the PrOl\.'CI H) "'vlatenal" (i) as 1(l monetaf) matters. any amount in excess of $1 0,000.00 or (ii) as tu ail other matters. any fact or circumstance without which CCCIC, in its reasonable llpinlO!1 would not have made the Loan I, "Plans \ny and all Lontracts and agreements. written or oral, between the licensed architect !()] the Project and BORROWER, as well as between the licensed engineer t:)r the Project and BORROWER. together with the final plans, 7878782 :05>'4400000 Il( )l'vlF LoanL\greement specI tlcltiuns. shop dra\\ mgs. and other technical descriptions prepared for the clll1strudi( 'n done m connection v\ i th the Project, and all amendments and 1110ditlcatillns therel)l'. II. TERM ~.l I-,.cept as othervvlse pnnided lor pursuant to the provisions hereof: this HOME LOAN \GREI!\lFNT shall commence immediately upon its execution and shall terminate at the end of the Note term ::'.2 "-otwithstanding the provlsions of paragraph 2.1 hereof: the completion date for l'onstructlon \vork t()r lhe Project shall he no later than December 1.2007. Ill. RESPONSIBILITIES .'.1 BORROWER hereb) accepts responsibility for the performance. in a satisfactory and efficient manneJ as determined b: CC('Ie. in its reasonable determination and discretion, of all service" and activities set tDrth in this HOME I.OAN AGREEMENT. ~.2 l nil'S::' written notifIcation b) BORROWER to the contrary is received and approved by ('celt HAC<" s I \ecuti\C Director shall be BORROWER's designated representative responsible tor the management of all contractual matters pertaining to this HOME LOAN \GRF F!\1 EN r ;.3 ('('Cle. actmg through staff designated b) the General Manager. is responsible fDr the adminIstration of this HOME l.o.\N /\(iREEMFNl '-4 (ommunlcatic1t1s bet\veen ('('CI(' and BORROWER shall be directed to the designated representatives 1)1' each as set forth in paragraphs numbered 3.2 and 3.3 hereinabove. IV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS 4.1 BORROW\- R understands that funds proVIded to it pursuant to this HOME LOAN \GR! E!\1ENT are funds \'vhich ha\l' been made available to C('CIe. through the CITY, by the tederal government under the HOMF Program and in accordance with CITY's HUD-approved Grant Application and \vith .llher specific assurances made and executed by CITY. BORROWER. therefore. assures and certifies that It will comply. in all material respects, with the reLjUlrements ld the HOM! Program and \\Ith all regulations promulgated thereunder, codified at '!ltk ::'~ 1'1' tile Code of h:deral Regulations. BORROWER understands, however, that thl.. 110M! Program in no \Va) i~ meant tll constitute a complete compilation of all duties imposed upon BORROWER b) :,1\\ III administrative ruling. or to narrow the standards which BORROWER t11U:--l lllllll\v. .\cc\lrdmgly. BORROWER understands that, if the regulations and Issuanu:~~ promulgated pursuant to the f IOME Program are amended or revised, it shall comply with them or olhep,vhe nromptl: n(ltl!\ ('CCI( pursuant to the provisions of Article XLIV of this H( )!\IF 10\1\ ;\( iRf-.EMFN I. -+ HOME Loan Agreement 7878782 J0'1844 0000>)' ..j. 2 HI )RROWI R lmderstands that summaries of certain compliance requirements mandated hy appllcahle la\\s (II' t'egdlations are a\ailable from the C('CIe. and that BORROWER must at all times remain in compliance thcre\\ith. BORROWER further understands that said summaries are mtL'nded eml) as '.ud and in no \\ a) arc meant to constitute a complete compilation of all duties imposed upon f~ORRO\VI R h\ LI\\ or administrative rulmg. or to narrow the standards \vhich H( >RROWI R nlust follo\\ -+3 f30RROWI.R as,ures that ali contractors and subcontractors recelvmg funds in l:onneC!l()n wIth this Pro ect are familiar with. and shall comply with. any and all applicable federal qate. and local aws. ret:ulations. and rule provisions mandating compliance with all applicahk federal. statc. and localla\\ s. rules. and regulations. 44 BORROWIR shail ohsenc and comply with all Legal Requirements. V. BORROWER'S WARRANTIES AND REPRESENTATIONS .., 1 13( )RROWFR hereby unconditHJtlally w,mants. represents. assures. and guarantees unto CCCI( the follOWIng . ,\) BORR()\\ ER pos~esses the legal authority. pursuant to any proper, appropriate and ofticial motion. resolution or action passed or taken, to enter into this HOME IOAl\ At iREEMEN I and the other Loan Documents and to perform the responsibi i ities herein required. and each such document constitutes a legal and hindin!:,' obligation of and is valid and enforceable against. BORROWER and the Propert\ (<is the case 111<1\ he) in accordance with the terms thereof. H) B( }RR( )\\ FR represents. warrants, assures and guarantees that the individual executing ihis HO\ll I( )AN AGREEME\lT has full legal authority to execute thiS HOfV1E LOA'\ $iREEMFNT on hehalf $1' BORROWER and to bind BORR()\\ ER hI all term'i. perf<')f!nances and proVIsions herein contained. () '\ny and dll information. reports. papers and [lther data (including. without limitation. any and all balance sheets. statements of income or loss, reconciliation ()f sllrrlu:-> and tinaneial data of an: other kind) heretofore furnished or to be furnished ( '(TIC h:- (IJ' \111 behalf of BORROWER are. or when delivered will be. true and ll)rreCl in all material respects: all tinancial data has been. or when dell\er\'d will haw heen. prepared in accordance with generally accepted acc\)ul1lin~ principals .:onsistently applied. and tully and accurately present, or "ill pn'sent the tinancial condition of the suhjects thereof as of the dates thereof; and, \\ thespect tl) the linancial data heretofore furnished. no materially adverse change heh OCCllIT\~d 'n Ihe tinancial condition reflected therein. since the dates tl1el\;'01 i1)) I xcept as may he 'lther\\lse set forth on an) exhibit attached hereto, there are no actions suitS or ploceedlllgs of a material nature pending or. to BORROWER's " HOME Loan Agreement '87878 2)0",844 DODO' ' kncl\\lcdgl threatmed against or attecting BORROWER, any Loan or Project guaranlor \ ir the Prt)pert\ or involving the validity or enforceability of the Deed of I rU:-,1 W th~' priorit\ 01 thc liens and sccurit: interests created therein; and no event has IU.uned (including specifically BORROWFR's and all Loan and Project guarantors execution (11 their respective security documents related to the Loan and HI IRROWFR S cllll:-,ummation or the Loan) \vhich will violate, be in contlict \\ ith rl'sul! in the \1reach or or constitute (\\ith due notice, if applicable, or lapse d timc or bOlh) a JeLwlt under an) legal Requirement or result in the creation or impl'sn lor of any lIen. ,harge or encumbrance of any nature whatsoever on the Propen\ "ther thall the liens and security interests created by or expressly permilled mder the Loan Documenls I! BORR()\\ ER has lor pnor to commencement ()f the construction referred to herem wi II have) (i) received all requisite building permits and approvals in lonnecliOl with the Project. (ii) tiled and/or recorded all requisite plats and other inSlrUlllenh and iii) \.t1mplied or ensured the compliance with all Legal Reqllir'~ml'nts required 1\' be mel pnor to commencement of construction work done in connection \\ith !he Project. \1 \ All :-,trceb easements utilities and related services necessary for the construction donl !1I C( Innectioll \\ ith the Project and the operation thereof for their intended purposc "lie (or \\ithin 1I11rty day:-, prior to completion of construction work done in ,:onneclion \\ith thL' Project. will be) available to the boundaries of the Propenv. ncluding. without limitation, potable \\ater. storm and sanitary sewer. gas. 'ckctr'l' and telephonc facilities and garbage removal. (( f! I'he Property has not been the SIte or any activity that would violate any past or present Legal Requirement, including, \\ ithout limitation, any Environmental La\\ Specifically. \\ ith()ut limitation. (i) no solid waste, as that term is defined in the tc\as Solid Waste Disposal Acl. and no petroleum or petroleum products hen ( Ik'en handled on Ihl' Property such that they may have leaked or spilled on to the Pwpeny or contamlllated the Property. (ii) there is no on-site contamination resulting from aeti\itie~;)n the Property or adjacent tracts. (iii) there is no ofT-site \. olllamination resulting irom activities on the Property, (iv) the Property contain no I la/ardous Makriab and (v) there are no underground storage tanks located in, \ ,n or l,nder the Propert\ and thaI CCCIC has obtained specific written assurance trom the HORRO\\TR 1,1 sLlch effect (II) 1'\1 F' fI( lNAI.I '{ I H. J BLANK, ';;.2 In the event that <, dispute arises as to the legal authority to enter into this HOME LOAN ,\GRJ EMENT ofcilher the BORROWLR or the person signing on behalf of BORROWER, and same h not dismissed within ninety (90) days. ('ccle shall have the right, at its option, to either temporanly :-,uspend or permanently terminate this HOME LOAN AGREEMENT. Should ('eel( '~Llspend or pem-;anentl: term mate this HOME lOAN \GREEMENT pursuant to this h I I ( ) M E Loan Agreement 787878= )0';8440000')' paragraph. howner. BORRO\VLR shall he liable to CCCIC for any money it has received from Ceel( lor performance, ,fan) 01 the pnn isions hereof. VI. MAINTENANCE OF EFFORT h.1 B< )RROWI~ R agrees that the funds and resources provided to it under the terms of this HOMI I < )AN ,\( IRI E~ lENT shall In no way be substituted for funds and resources provided from ,.thl"r source" 11m ,hall such funds and resources in any way serve to reduce the funds, resoun.e". services. OJ other bene fits \vhich would have been a\ ailable to, or provided through, 130RRO\\:ER had thJ" HI )MF U ).\N \( iREEMENT not been executed. VII. PERFORMANCE BY BORROWER 7.1 B< )RROWI. R in dccordance and compliance with the terms, provisions and requirements of this HOMI I Oi\N ~(rREFMFNT. shall manage. perform and provide all of the activities and services n:qUlred under his HOME. lOAN AGREEMENT in connection with the Project to cecl< 's satist~lction. in its reasonable detenmnation and discretion. The funds available for utilizat JOI1 hereunder "hall be expended only in accordance with the terms of this HOME LOAN \GRJ U'vlENI for aClual construction lostS of the Project. BORROWER shall submit a Project hudget and construcllOl schedule I"Construction Schedule") within ten (20) days of the executl,)[1 ()f this HO\lEOA N'\GI-O I \1ENI VIII. ORA W REQUESTS 8.1 Provided no lvent of Default (as defined in the Loan Documents) has occurred or remains uncured. the I .C< 'Ie \\ ill delin.:'r $150.000.00 to the BORROWER, on a date selected by BORROWER that IS \viOlin 30 days oj' the execution of this HOME LOAN AGREEMNT, to be used b\ BORROWER to construcl the Project in accordance with the specific provisions of this HOMI lOAN $iRI E~IEN'I IX. INTENTIONALL Y LEFT BLANK X. INTENTIONALL Y LEFT BLANK XI. FURTHER REPRESENTATIONS. WARRANTIES AND COVENANTS 11.1 13( )RROWI. R fun her represents and warrants that: ($ All mimmation, data or reports heretofore or hereafter provided to CCCIC is, shall he and shall remalll complete and accurate in all material respects as of the date show n on the information. data or report. and that since said date shown, shall not have undergone any signiticant adverse change without prior, written notIce '0 ((TIC: (B! An! supporting financial statements heretofore or hereafter provided to CCCIC are ..,hall')e and shall remain complete. and accurate in all material respects and HOME Loan A.greement 7878782 )0,.8440000!)' f:url:- rdk.:ti\e uf the f1l1ancial condition of BORROWER on the date shown on s:ml statements and during the period covered thereby, and that since said date ..;;no\\ n. CXiept as prO\ided by \\Titten notice to CCCIe. there has been no material ,:hange ach erse or (IthCI\\ Ise. in the financial condition of BORROWER; ,"0 III Igallon ur pwu.'edings arc presentl; pending or threatened, to nOR R( )\\ ER' s knowledge. against BORROWER: In "onl' "I' the pwvi"ions contained herein contravene or in any way conflict with the authonty undel which BORROWER is doing business or with the provisions (ll an: ,'xisting indl~nture or agreement of BORROWER; I) BORR()\\ ER has the legal authority to enter into this HOME LOAN AGRELMENT and accept payments hereunder. and has taken all necessary measures 0 authorize such execution of contracts and acceptance of payments pur"llallt tl' the terms and conditions hereof: and I I 'Jone ill' tne asset-; of BORROWER are currently and for the duration of this HO\lI I )A1\ .\(iRFF\1ENT subject to any lien or encumbrance of any characlI.'r..'xeept for the ,)ther Liens (as such term is defined in the Deed of Trust) securing the obligation" of Borrower. current taxes are not delinquent, and any (It her exceptions as shown in the tinancial statements provided by BORROWER to (( '( IC ,md l'XC\."pt as described in the other Loan Documents. 11.2 ~. \cept as othef\\ 'se provided ill the Deed of Trust's Permitted Exceptions executed by BORRO\VER and dated as of C\ en date herein. prior to and during the period of time that payment ma; be madl hereunder and so long as any payments remain unliquidated, BORR< )\VER cm enaIlts that 11 shall noL without the prior \vritten consent of CCCICs General \1anagcr I)r hiS designee. such consent not to be unreasonably delayed, withheld or conditioned: \ I lurther mllrtgage. pledge, or otherwise encumber or cause to be encumbered any ('I' the ((ssets of BORRO\\.ER now o\vned or hereafter acquired by it; \ B) Permit an: pre-exIsting lllortgages. liens. or other encumbrances to remain on or attached lu an\ llf the assets 01 BORROWER which are allocated to the pertorman~e of this HOi\1F LO/\1\ A(iRFFMENT: i (\ ~e11. a~sign. pledge. transrer or otherwise dispose of accounts receivable, notes or daim~ for mone\' due (11' to become due: ! I ) \ ~c11. e'.lll\ ey. or lease all or am substantial part of its assets other than for r~sldential use: or i I) \1ake In; ad\ance \ll' loan to. or incur any liability as guarantor, surety or accommodation endorsel ror any other firm. person. entity or corporation. X 11< )ME Loan Agreement '87878 2 )O~844 oooon' ] 1.3 f',lCh of the f{lreg\)ing repn:sl'ntations. \\ananties and covenants shall be continuing and deemed repeated each tillie BORROWI R submits a ne\>, request for payment in accordance with the terms provisions and reqUIrements "I this HOMl LOAN AGREEMENT. XII. MAINTENANCE OF RECORDS 2.1 BI )RROWt R agrees to maintalll records that \vill provide accurate, cunent, separate, and complete disclosure uf the status of any funds received pursuant to this HOME LOAN \GRE Fl\1ENT. BORROWER further agrees: \) I hat maimenance of said records shall be in compliance with all terms, provisions and requirements <If this HOME LOAN AGREEMENT and with all applicable federal and state regulations establishing standards for tinancial management; and H 1 fhat BOR ROWER's record s\stem shall contain sufficient documentation to pn)\ldc in detail full support and lustitication for each expenditure. 12.2 B( )RROWl. R agrees tu rdam. lor the period of time and under the conditions specified hy C< (Ie. all hooks. records documents. reports. and written accounting policies and procedures pertaining to he operation (11' programs and expenditures of funds under this HOME 1,0Al' ,$ iRIE\H'\ 12.3 BORROW I R agrees to include the substance of this Article in all of its sub-contracts. 12.4 t\othing in th)~, Article shall be construed to relieve BORROWER of: ( $ Responsibilit) tar retainll1g accurate and cunent records which clearly retlect the kvel and 'lendit ()f sen ices prO\ided under this HOME LOAN AGREEMENT; and (B I Ilscal ,icc'luntability and liabilit) pursuant to this HOME LOAN AGREEMENT and an\ Legal Requirements. XIII. ACCESSIBILITY OF RECORDS 13.1 /\t an: reasonablt time and as otten as ceele may deem necessary. BORROWER shall make ,111 of its records a\ailable to ((('Ie. Hun. or any of their authorized representatives, and shall permit Ce(le Hl D. llr <In) of their authOrIzed representatives to audit, examine, and make l'xcerpts and copie~ ofsanlt. HORROWlR's records shall include, but shall not be limited to, the t'ollowlI1g raHol personnel and employment records. contracts. and invoices. XIV, PERFORMANCE RECORDS AND REPORTS q I j( )ME Loan Agreement 787878.2)05844 OOOO'J' -l.l \" otten and in ~L1ch form a~ t ('('1(' may require. BORROWER shall furnish CCCIC such plTJormann: rccllrd' and reports ,I" deemed h\ CCCIC as pertinent to matters covered by this H< )1\11 I (),\'\. $ jRI EMIl\ l-l.::: \1 minimum. monthl) performance records and reports shall be submitted to CCCIC by BORR( )WER no late! th,m the tenth ( 10th) calendar day of the month following. Records and report~ shall he in ,lclordance \\ rth the I'ormats sL'l It)rth by the CCCIC as required by federal regulal j $11 4.3 \" of the \.omml'ncement date of this HOME LOAN AGREEMENT, BORROWER agrees t( gather. retain .md make d\ailable to eCCIC infon1mtion and data relative to all programmatic and financl<il reportll1g XV. MONITORING AND EVALUATION 5.1 (( 'cre shall perJI)rm on-site monitoring of BORROWER's performance pursuant to the terms (lfrhis IIOMl I O/\N AC;RFEMLNT, ! 5.2 \\ ith reasonable notice to B( )RROWER. and in accordance with the leases affecting the Propertv. BORROWIR agrees that ('(TIC and HUD may. at CCCIes and HUD's sole discretIOn. carn out ml lllitonng and evaluation activities so as to ensure compliance by BORRO\VER with thiS HOME I OA'\.\GREEMENT. \\ith the Community Development Act. with the HOMF regulatiuns. with the program assurances and certifications executed by cccre. and wlth all other l.egal Requirements. i 5.3 B( )RROWI- R agJ\~:es to c\loperate vvith C 'CeIC in the development, implementation and maintenance of record-keeping '--) stems and 10 provide C 'CCIC' with any data determined by ('CCH 111 it s n:asomble detennination and discretion, to be necessary for its effective lulfillment of ib monitoring and naluation responsibilities. i 5.4 BORRO\\< 1- R agrees that it \\ III cooperate with CCCIC and HUD in such a way so as not to obstruct or dela) CCCiC or III D in Its monitoring of BORROWER's performance and that it will designate (lnc oj its staff to coordinate the monitoring process as requested by CCCIC or HUD ....tatt 15.:\ ,\ tter each ()ftici<d monitoring \Isit. C( 'el( shall provide BORROWER with a written report uf monitoring t'mdmgs. ! 5.6 ( dpics \It' an; tiscal. management. or audit reports by any of BORROWER's funding or regulalill"\ bodies shall bv submitted b) BORROWER to CCCIes General Manager or designate within ti\ e (5) hus111ess days of receipt thereof b) BORROWER. XVI. BONDING AND INSURANCE ]0 HOME Loan Agreement '878782 00584400000" 6.] fKlRROWLR sh,dl obsen e sULlnd business practices with respect to providing such bondin[2, and insuranu: ,I', \"ould pn)\ ide adequate coverage for activities under this HOME ! . o A1\. \ ( ; RI. EM 1'\ I . p'ovided. h()\\e\ er. that the foregoing provision of this paragraph shall in no \Va\ be construed ,'I' ueemed Ii) ]m'llt or diminish the insurance requirements set forth in the other J !)an D\\cumenh \\ lth which BOR ROWER must comply and maintain. 6.2 pon signing this I-IOI\H' i OA'-. AGRELMENT. and annually thereafter for the duration of the \)(lte, in additi(ln It' an) other requirements and obligations of BORROWER in the other loan I )(kuments. B( lRR( )WLR "hal] provide ('CCIC with: (J ) proof of timely (i.e. before past duel pa:ment in full ,f all 1axes assessed against the Property and (2) evidence of BaRR! )\VER's current 1ayment statu" on all loans In connection with the Property and the Projec: 6.3 Premi UIl1S charge,lble for al1\ and all insurance referred to in this Article be paid by HORRO\\ ER. at It-; l\Vn expense. unless othemise authorized in writing by CCCIC , and such !!lsuranCt' shall be kept in forte dUrIng and throughout the term of this HOME LOAN \GRfT~lENT ,",uth nsuranct' shall not be materially changed, canceled, terminated or othem lSC allo\ved to t'xp,re unless thirt\ dO) calendar days advance written notice to such effect is submitted to ('( '( Ie and it shall he the responsibility oj BORROWER to ensure such submi'.si'lIL 16.4 In addition t(\ BI )RRO'AER' s obligation set forth in the other Loan Documents to provid\.' (CUC \\ ith ~. 'ertiticates of Insurance evidencing the above-required insurances prior to the commencement of this HO\tE l.OAN AGREI MENT and thereafter, BORROWER must providt' io CCC(C ct'rti lkates nidencmg renewals or replacements of the policies of said !!lsurancc at least Ihlrt) 30) calendar days prior w the expiration or cancellation of any such policic,,-, A,dditionalh. I~ORR()WI R -;hal] provide ('e('Ie evidence of the payment of all premium..; therefor 16.:')\L\ual losses not covered b) insurance as required by this Article shall not be allowable costs under this HO!\lF lOAN AGRLI'MENT. and shall therefore remain the sole responsibility nf BORR( )WFR i 6.6 Should BOR RO WER. l'ithel directly or indirectly. engage in any construction, rehabilitation. ur renovation type aetl\ities utilizing funds provided pursuant to this HOME LOA1\ \GREE\lE1\ r. then the l urrcnt and specific bonding and compliance provisions required Jl that time shall pn?\ail XVII. INDEMNIFICATION 17.1 TO THE EXTENT ALLOWED BY LAW, BORROWER covenants and agrees 10 FULLY INDEMNIFY and HOLD HARMLESS the CCCIC and the elected officials, employees, officers, directors, volunteers, agents and representatives of the CCCIC individual(v and collectively, from and against any and all COS1.fi, claims, liens, damages. IOHe~'. expenses, fees, fines, penalties, ] I II< )ME Loan Agreement "87878 2 JO~844 OOOO,}" 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 CCCIC. direct(y or indirectly arising out of, resulting from or related to BORROWER's activities under this HOME LOAN 4GREElllENT. including any acts or omissions of BORROWER, any agent, officer. director. representative. employee. consultant, contractor or subcontractor of BORROWER. and their respective (~fficers, agents, employees, director.... and representatives while in the exercise or performance of the rights or dutie.'" under thi... HOME LOAN AGREEMENT, all without, however, waiving any governmental immunity available to the CCCIC under Texas law and without wah'ing an}' defenses of the parties under Texas law. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPL Y EVEN J1;'HERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES. EXPENSES, FEES. FINES, PENALTIES, ACTIONS, DEMANDS, CAU-S'ES OF ACTION. LIABILITY AND/OR SUITS ARISE IN ANY PART FRO/l1 THE .VEGLIGENCE OF CCCIC, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS. DIRECTORS. VOLUNTEERS, AGENTS, AND REPRESENTATIVES OF CCCIC. UNDER THIS HOME LOAN AGREEMENT. The provision.... (~f this INDEMNIFICA TION are solely for the henejit (~f the partie.... hereto and not intended to create or grant any rights, contractual or otherwise. to tiny other person or entity. BORROWER shall prompt(y advise the CCCle in writing of any claim or demand against the CCCIC or BORROWER known to BORROWER related to or arising out of BORROWER"'" activities under this HOME LOAN AGREEMENT and shall see to the investigation and defense (if such claim or demand at BORROWER's cost. The eeele shall have the right, at its option and at its own expense, to participate in such defense without relieving BORROWER of any of its obligations under thi... paragraph. 17.2 If is fhe EXPRESS INTENT of the parties to this HOME LOAN AGREEMENT that the INDEMNITY provided for in this Article (Article XVII) is an INDEMNITY extended hy BORROWER to INDEMNIFY, PROTECT, and HOLD HARMLESS the ceclc from the consequences of the CCCIC's OWN 'VEGLIGENCE, provided however. that the INDEMNITY provided for in this Article SH,4LL APPL Y on(r when the NEGLIGENT ACT of the CCCIC is a CONTRIBUTORY OR CONCURRENT CAUSE of the resultant injury, death, or damage, and shall have no application when the negligent act of the CCCIC is the sole cause (~fthe resultant injury, death or damage. BORROWERfurther 4GREES TO DEFE'VD, A T ITS OWN EXPENSE and ON BEHALF OF THE CCCIC AND IN THE NAME OF THE CCCle. any claim or litigation brought i~ I J ( H'v1 E Loan Agreement "87878 2 )(1')844 CODa)' again.".t the CCCIC and its elected officials, employees, officers, directors, volunteers, agents. and representatives, in connection with any such injury, death. or damagefor which this INDEIWNITY shall apply, as set forth above. 17.3 It is expressl) understood and agreed that BORROWER is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions and that ccelc shall in no wa)' be responsible therefor. XVIII. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION i 8,1 B( )RRO\\\ R shull compi) With all applicable local. state and federal equal employment opportunity and aftirl1lati \ e action rules. regulations and laws.. 18.2 S,) that C( '( '1< and III [) can IJlvestigate compliance \\11h local, state and federal equal emplo\ ment opponunity and aftirmatl\ c action rules. regulations and laws, BORROWER shall furnish tn C( TIC and HUD any and all information and reports requested by CCCIC or HUD, and shall permil aUT'-S be C( '(,IC and III iD of an) and all of its hooks, records and accounts. 18.:; In the event ill' material nun-compliance hy BORROWER (or BORROWER's sub- contractllrs) \\ith locd. ',tate and federal equal employment opportunity and affirmative action rules. regulatIons and la\\s. this 1101\11 LOA,\) ,\CiREEMENT may be canceled, terminated, or .,;uspended b) (T( 'I( . !ll who It or 111 part. and BORROWER may be barred from further contract~, with ('C( I( XIX. NONDISCRIMINATION 19.1 BORRO\\TR co' enants that 11. ur its agents. employees or anyone under its control, will not di.,;cnminate against any indl\idual or group on account of race, color, sex, age, religion, national ()rigin. handicap or familial status. in employment practices or in the use of or admission to the Property. \\hlch said discriminatIOn BORROWER acknowledges is prohibited. XX. CONFLICT OF INTEREST 20.1 BORRC)\\TR cc,venants that neither it nor any partner of the entity or of its statT presentl) has any interesi. direct ,)r indirect. \\hich would contlict in any manner or degree with the performance of slTvi,:es reqUIred to he performed under this HOME LOAN AGREEMENT. BORRO\\'ER further co\enants that iii the performance of this HOME LOAN AGREEMENT, no perS()!1S ha\ ing such mterest .,;hall hl' employed or appointed as a member of its governing hody j)r j d its staff 20.2 HORRUWLR further CO\ enants that no partner shall possess any interest in, or use their position t(lL a purpose that is or gives the appearance of being motivated by desire for private gain tor themselves or ot!lers with respect to the HOMF funds only. particularly those with which they have t~l1nilv. huslne~s, or other tie.;, I') 11< )ME Loan Agreement /87878; OC'S844 00000' .20.3 '-.(1 member oj ( ('(,I( "s gO\l:'rnll1g bod) or of its stat!' who exercises any function or responsihlit) in the rninv or Jppro\al PI' the undertaking or carrying out of this HOME LOAN \GRI i:f\1FN I "hail \1 PartiC1J1atl in an) Jecislon relating to this IIOMI LOAN AGREEMENT, which ma) affelt his ()!" hel personal interest or the interest of any corporation, rartner..;hip. or asspciation in which he or she has a direct or indirect interest; or H I Haw am Jirect Of indirect interest 111 this HOME LOAN AGREEMENT or the rroc<:,eds tl1ereo1'. XXI. NEPOTISM 21.1 BORROWfR shall not cmplo) l1l any paid capacity any person who is a member of the ImmedIate famll) 01 anv person who is currently employed by BORROWER. The term "memher of immediate ramily" shall mclude: wife. husband. son. daughter, mother, father, brother sister. m-Ll\\ aunt. lInc e. C(lusin. nepheV\. niece. step-parent. step-child, half-brother and half.....;ister XXII. POLITICAL ACTIVIT\- 22.\ 1\one 01 the perfprmance rendered hereunder shall involve. and no portion of the funds recei\-cd hereunder shall be used. either directly or indirectly, for any political activity including, but not limited to. an ,lcti vity to further the election or defeat of any candidate for public office or tor an\ actiVIt) undertaken to 111 tluence the passage. defeat or final content of local, state or federal legislation XXIII. SECTARIAN ACTIVITY 23.1 \'one of tht' perf(lrmanCe rendered hereunder shall involve. and no portion of the funds received hereunder "hall be used. directly or indirectly. If)r the construction, operation, maintenance or administration of an) sectarian or religious facility or activity, nor shall said performance rendered or funds receIved be utilized so as to benetit, directly or indirectly, any such sectarian or religlOu-; facilit) nr activity. XXI\-. INTENTIONALLY DELETED XXV. PUBLICITY 25.1 When appropriate as determined by and upon written approval of CCCIC, BORROWER shall puhlicize the actiVities conducted by BORROWER pursuant to the terms of this HOME LOA1\ \GREFMF1\ r. In am nevvs release. sign. brochure. or other advertising medium 1--1- H( )ME Loan Agreement 787878.::' JO~844 0000'1' disseminating informatic)j) prepar~d 01 distrihuted oy or for B( }RROWER, however, mention shall he made oj f II f)~ful1ded ('('('Ie participation having made this Project possible. XXVI. PUBLICATIONS 26.1 \'1 published materials and wntten reports submitted to ('CCIC pursuant to this HOME I.OAI\ ,\( iRIEvlF'\i! shall he originally de\efoped unless otherwise specifically provided for herem 11 material noi onginally de\ eloped is included in a report. however, said material shall have il~ :--ource !dentilied either il1 tlK' body of the report or by footnote. regardless of whether the malenal is ir a \ erhat!m or extensi\ C' paraphrase format. 26.2\11 pubhshed materials suhmltted to ('CCI( pursuant to this Project shall include the fi:lllowmg reference on tht: front cover 1lI title page: '. rhlS document \vas prepared in accordance with the City of (orpus Christi's HOi\1L Investment Partnership Program, with fundmg received jrom the United States Department of Housing and ( !rhan Developmcnt,' XXVII. RIGHTS TO PROPOSAL AND CONTRACTUAL MATERIAL 27.1 "luhject to the "ights of senior lenders. all finished or unfinished reports. documents, data, studies. surveys. charts. drawings. maps models. photographs. designs. plans, schedules, or other appended documentation to any proposal or contract. and any responses, inquiries, correspondence and related material submitted by BORROWER to CCCIC. shall, upon receipt, become the propert: pI' ( eClc. prO\ ided that the foregoing is nClt intended to convey any, right, title 01 interest m ur 10 ti1e Project but shall only give ccelc the right to retain and use such documents in acc\)rdancl~ with the iHluirements under the 110ME Investment Partnership Pro gra 111 XXVIII. FUNDING APPLICATIONS 28.1 B< )RROWFR agrees to notify < 'CCIC each time BORROWER is preparing or submitting any application Illr funding (other than as set forth in the Deed of Trust's Permitted Encumbrances) When Sl; preparing or submitting such an application. the following procedures shall be adhered to hy B( )RROWFR (\ i When lhe lunding application is in the planning stages, a description of the funds being appi ied for and ,)1' the proposed use t()f the funds shall be submitted by BORR( )\\ER to ( ('('I< (HI l ipon award or notice or award. \vhichever is sooner. BORROWER shall notify ('ecl( a/the award or notice thereof. and of the effect, if any, of such funding on the tundsmd programs agreed to hereunder. Such notice shall be submitted by BORR( )WER to ('c(,le , in writing. within ten ( 10) business days of receipt of I"' I H }ME Loan Agreement '87878 2 JO:,844 0000'-' the d\\drd or notlce lllereof. together with copies of the applicable budget, personnel \omplement. pr\lgram description. and contract: and () I \.cept pursuant to pnor \\Titten consent of CCUe. BORROWER shall not use, eIther dlrel:tly or indirectly. resources provided hereunder to prepare applications for pthL'r t~deral. (,ther ruhlic or rrivate funds. nor shall said resources be used, direclh or mdirecth. dS c(lntributions XXIX. CERTIFICATION REGARDING DEBARMENT. SUSPENSION, PROPOSED DEBARMENT. AND OTHER RESPONSIBILITY MATTERS 29.1 BURROWER cenities. and the lCCIC relies thereon in execution of this HOME LOAN /\GRl::Ll\lEN r. that neither BORROWER nor its Principals are presently debarred, suspended, proposed !()r debarment. l)r declared ineligible. or voluntarily excluded for the award, proposed t()r debarment. or declared ineligIble. Ilr voluntarily excluded for the award of contracts by any Federal governmental agency or department. 29.2'Pnncipals.' tor the purposes i)f this certification. means officers, directors, owners, partner", and persons having primary management or supenisory responsibilities within a busine....s l'ntity ! e.g.. lLenl..'ral manager plant manager. head of subsidiary, division, or business segment. and "imilar positions) 29.3 BORROW I- R shall pro\lde immediate written notice to CCCIC, in accordance with Article XLIV. if. at any ime during the term of this HOME LOAN AGREEMENT, including any rene\vals hereoL BORROWF R learns that its certitication \\as erroneous when made or has become erroneous by reason of changed circumstances. 19.4 BORROW 1- R s certitication is d material representation of fact upon which the CCCIC has relied in entenng !fite this HOME lUAN AGREEMENT. Should CCCIC determine, at any time dUring thiS 1 H )MI. lOAN A( iREEME\JT. including any renewals hereof, that this certification IS false. Ilr should it become false due to changed circumstances, the CCCIC may terminate this HOME LO\N AGRELMFNT in accordance with \rticle XXXIV Termination. XXX. SUB-CONTRACTING 10.1 '\ny other clause of this IIOM~ LOAN AGREEMENT to the contrary notwithstanding, none i ,1' the work or services cl)vered by this I H )ME [_OAr\; AGREEMENT shall be sub- contracted without tht pnor written appmval of eCeIe. Any \\ork or services approved for sub- contracting hereunder hllwever. shall he sub-contracted only by written contract or agreement and. unless specific \\ai\ ,.:r is granted III writing by ('CCIe shall be subject by its terms to each and every provision of thIS HOME I O!\N AGREEMENT. Compliance by sub-contractors with this HI )1\1E I.O\N !\l iRI 'EMEN r shall be the responsihility of BORROWER. 16 HOME Loan Agreement 787878.2 005844.0000ll1 -;0.2 HI )RROWLR agll:es that no sub-contract approved pursuant to this HOME LOAN \GRFfT\lFt\T "hall rro\ Ide for raymi.'nl un a "cost plus a percentage ofcos1" basis. 30.3 Despite (CCI( apprO\al Ill' a suh-contract. cccle shall in no event be obligated to any third part~. including ,(11: sub-contractor of BORROWER. for performance of work or services, nor shall ('('( '1(' fund" e\er be used for payment of \vork or services performed prior to the date of 110\11 U)AN $rRI EMF\: e\~:llltion or extending be)ond the date of HOME LOAN ,\GRF I :T\IE!\ I cxplraliOl XXXI. CHANGES AND AMENDMENTS ~ 1.1 E \cept when th,' terms of 1h1s HOME I,OAN AGREEMENT expressly provide othern Ise. any alteratlom. additions. or deletions to the terms hereof shall be by amendment in writin!2 e,ecuted by auth('rized representatives of both CCeIC and BORROWER. .~ 1.2 \\ henever and as often as deemed reasonabl~ necessary by CCCle. CCCIC may request and reljUlre In its reasonable dlscretion changes 10 BORROWER's Construction Schedule required under Ihis HOME LOA'\ :ViREEMENl (to be submitted in accordance with Article VII); such changes a~ reljuestcd or reljuired b~ CCCIC in its reasonable discretion, however, must hi;;' i>~ \\ ritten amendment hereto and may incorporate therein increases or decreases in the total monetary $bllgation of CCU( to BORROWER as provided for pursuant to the terms, provisllll1s and conditi\)J1s of this 1I0Ml l.OAN AGREEMENT ~ 1.3 Except pursuant to (a) prior 'lubmission by BORR<)WER of detailed information regarding budget dnd Pwject rn iSlons. and (b) prior \vritten approval thereof by CCCIC, BORROWER shall neither make transfers between or among line items approved for HOME fund usage \vithin the hudget \:atl:gories set forth in the Construction Schedule nor shall BORROWER alter. ,ldd to. or delete from the Construction Schedule if the effect of such alteration. addition or de,etion w"uld he to effect contemplated uses of HOME funds. Instead, BORROWER shall reljul'st budget rt'\lsions in writing and in a form prescribed by CCCIC; such reques1 I,ll' re\ isions. however. shall not increase the total monetary obligation of CCCIC as provid~'d for pursuant to this IIOME U )\N AGREE\1ENT. nor "hall said revisions significantly changl' the nature. mknt. nf SCOpf nf t hl' Project funded hereunder. ') 1.4 In the e\ ent that the le\el ,)1" tunJing for BORROWER or for the Project described herein is matenally altered. HORROWf R shall submit. immediately upon request by CCCIC, revised budget and Project information Sd as 10 enable re-evaluation h~ CCCIC of the original funding levels sel !(xth in the Construction Schedule. ) 1.5 It is understood and agret'd hy the parties hereto that changes in local, state and federal rules, regulations ur a\\, applicable hereto ma: occur during the term of this HOME LOAN .\GRf EMENT and that dn) such changes shall be automatically incorporated into this HOME LOA1\ ;\GRFFMFN r \\ ]thout \\ rittell amendment hereto. and shall become a part hereof as of the etlecme date nfthe rule. regulation nr law 17 HOME Loan Agreement 787878.2 )058440000(11 ~ 1.6 R( )RROWI, R lunher agrees [" notit} CeCIl' of any changes in personnel or governing hoard ,nrnpositiol1. su;:h noticc to he pn \\ided \\ ithin tive (::;) busmess days of the change. XXXII. NOTICE AND CURE 32.1 \',ltwlthstandillg anything to the contrary set forth herein or in any of the other Loan Documents. where it is dctennined that BORROWER has failed to comply with any of the terms or conditIOns of thh HOME LOAN\(jREEMENT or any of the terms of any of the other Loan Documents. CCCIC shall notit~ BORROWER of such determination and shall grant BORRO\\'ER ten ( 10 j days to complete corrective monetary violations or defaults and thirty (30) days t" ,omplete correc; ivc non -monetary violations or defaults prior to enforcing any of it remedies set forth herein Ir in am of the other Loan Documents ~2.2 '\otwithstanding my thing to the contrary set forth herem or in any of the other Loan Documents. if there i> a default under tl1lS HOME LOAN AGREEMENT. CCCIC hereby agrees that any limited partner "fBORROWI'R may. but shall not be obligated to. cure any default by RORRO\VER hereunder and for the purposes hereof such curative actions shall be considered the actIons 01 BORR()\\ ER Written notice of any default shall be delivered to BORROWER \vith a LOP\ t(l its limlled partner:lt. PNC i\lultiFamdy (. 'apita! InstitutHmal hmd XXIX limited partnership c/o PNC' \-1ultiFamlly Capital 121 S \V Morrison. Suitt 1300 Portland. Oregon q72()4 XXXIII. SUSPENSION OF FUNDING B.I l pon rcasonable detemllllation by CCCIC of BORROWER's failure to timely and properly perfonn pursuant to thc pn)\isions of this HOME LOAN AGREEMENT beyond any applicable notice and cure period or pf any of the other Loan Documents beyond any applicable notice and cure period. (CCIe. without limiting or waiving any rights it may otherwise have. may. at its discretion. withhold any. all and further payments to BORROWER. n.2 I he penod 01 tunding suspension shall he of such duration as CCCIC deems appropriate to accomplish corrcctlve action. hut in no event shall it exceed thirty (30) calendar days. Upon expiratIon of the suspens ion peripd: ( \ I Should (C('I( detcrmine that the default or deficiency has been cured. BORROWER ma). at ('( 'CICs option. be restored to full compliance status and paid all el gible funds \\ ithheld during thc suspension period; or (B) Should CCCIC dcterm1l1c continued non-compliance, the provisions of Article XXXIV hereunder may he effectuated, XXXIV. TERMINATION 18 I j( ) M E Loan Agreement 787878.2 OC~844 00000' Q.l' i em1InationH 0 cxpirallon of Ihe 1I0!\lF provisillll;; hered. this 110!\\'1I LOAl\\GRFfMENT shall mean termination by OAr\ $ iR~ 11V1ENI term or earlier termination pursuant to any of the ,4.2 C( 'CIC ma\!crminak Ihis HOME LOi\l\ AGREEMENT for any of the following reason '" 0$ "-eglec! 01 failure hy B( lRROWF:R 10 materially perform or observe any of the terms. conditions ell\ enants or guarantees of 1) this HOME LOAN AG R 1. 1M ENT.:2 any of the other Loan Documents. or 3) any other valid, v\Titten contract 01 ame>ndment hetween C('CIC and BORROWER, beyond any applicahle notice> and cure period. H) I crminatil1n or reduction of funding of the Project by HUD. the State, or by any financIal institution: () 1 ailure by BORROWI R to timely cure any default or deficiency basis for suspensior of fundmg hereunder \vithin any applicable notice and cure period; I n I indm~ by CCCIC that BORROWER ( j ) IS ! n such unsatlslactory financial condition as to endanger performance under this HOMF LOAN AGREEMENT. including, but not limited to: a) [he apparent inahilit\ of BORROWER to meet its financial (lhlil!ations. b) Items that ret1ect detrimentally on the credit worthiness of BORRO\\/ER. including. but not limited to. liens. encumbrances. de.. on the assets of BORROWER. (.2) l1a~ allocated imcntory to this HOME LOAN AGREEMENT materially eXl ceding reasonahle requirements: or I') IS delinquent. in the ordinary course of business, in the payment of taxes or In the payment ()t costs of per1()rmance of llr related to this HOME LOAN $ REFMf NI or the Project: I J Appointment ot a trustee. receiver llr liquidator for all or a material part of BORR()'W ER's Property. or institution of bankruptcy, reorganization, rearrangement of (Ir liquidation proceedings by or against BORROWER, and the same I~ no' dismissed v.ithin ninety (C)()) days: 7878782 005844000001 19 I\( lME Loan Agreement f i I he -:ll\ry hy a court (II competent jurisdiction 01 a tinal order providing tor the !11odlli(atilln or alkratlPIl \lfthe rights of BORROWER's creditors; ( ,) [nahilih b. BORROWI,R to conform to changes in local. state and federal rules, regulation' and laws as provided Il)f in Article IV and in paragraph number 31.5 of thiS IO\1E 10:\"'<' /V iREEMFNT and all Legal Requirements; and III \lOlatldn hy B()RROWI'R of an: rule. regulation or [awto which BORROWER h hound (Y shall hv hClund under the terms of this I laME LOAN AGREEMENT. ~4.3 BORROW[~R ma\ terminate this HOM! LOAN AUREfMENT tor any of the following reason" $ (essatlon .11' outside lunding upon which BORROWER depends for performance hereunder for the development of the Project: BORROWER may opt, however, withm the limitations of this HOME LOAN AGREEMENT and with the written appwLtl (If cecle. to seek an alternative funding source, provided that the krmll1atio'l of funding l~: the initial outside source was not occasioned by a hreach 01 agreement as detined herein or as detined in a contract between BORR()\\ ER and the funding source in question: or (Bl I ipon the dissolution ot the BORROWER organization, provided such dissolution \vas not ou.:asioned b\ a breach of this HOME LOAN AGREEMENT. 14.4 I pon a JeClSlon 10 terminate b: either ecclc or BORROWER, written notice of such. and the el'tectlvt: date thereof. shall be Immediately provided to the other party. 14.5 I pon receipt ()f notice to terminate. BORROWER shall canceL withdraw, or otherwise terminate any and all (lUtstanding orders and subcontracts. which relate to the performance of this HaM! lOAN AC,RLE\:lENT and the Project. To this effect. CCCIC shall not be liable to BORRO\VER \)r B( )RROWER s cn.:ditors lor any expense. encumbrances or obligations whatsoe\er incurred atll-r the date of termination or \vhich \\as not canceled. withdrawn or llthef\\ ISI.' terminated hy BORROWER In accordance with the pwvisions of this paragraph. ~4.6 I pOll receIpt )1' notice to term mate, all tinished or unfinished documents, data, studies. surve: '0. charts. Jra\\ in~s. maps. It1ndels. photographs. designs. plans. schedules. or other appended documentation to any proposal or contract. prepared by or on behalf of BORROWER Linder thh HOt-.IE LOc\i' AGRFI'Mf'\.l sha[1. at the option of('CCIe. and subject to the rights \If SenllJr lenders as Ihei interests ma: appear. and in accordance with Article XXVII hereot: become lhe proper1: If ('ccle and shall. if requested or agreed to by CCCIe. be delivered by BORRO\VER t\) eC( IC In a timdy and expeditious manner. 34.7 \\ ithin thirty 10 i calendar days after receipt of notice to terminate, BORROWER shall submit a statemenl 10 ( eClC. II1dicating in detail the services pertormed under this HOME LOA1\ AC,RFFMF'\J I prior to the elkc\ive date of termination. ~(J H( )ME Loan Agreement '87878.2 00584400000' 14.8 \n; terminati.m of this ! IOf'vll U)AN AGREFMENI as herein provided shall not relieve RORRO WI R fwm the payment of any sum( s) that shall then be due and payable or hecoml' due and payahle \) (TCI( hereunder or as provided for at law or in equity. or any claim for damages then ($ theretofore accruing against BORROWER hereunder or by law or in equity, and an\ ,uch termmatioll shall not pre\ent C( 'CI( from enf()rcing the payment of any such "um(s i Of claim Illl tbmages from R( )RROWLR, Instead. all rIghts. options. and remedies of < 'CCl< \untained III thi, IIOMI' [( )\N !\(JREPvlENT shall be construed and held to be cumulati'l' and no \Ine 01 them shall he l'\clusl\ l' (It the other. and CCCIC shall have the right to pursue elm one Ill' all Dfslch remedies \\I any such other remedy llr relief which may be provided hv lav\ It In eLjuity \\hether or not stated 111 this HOMF LOAN AUREEMENT. ~4.9 'lhould this IIt)M E LOAN A(,REEMENI he terminated by either party hereto for any reason, it the w$rk reLjuired hereunder or BORROWER is not fully completed to the reasonable satisfactilln of e(t 'It in accordance \\ ith the terms of this IIOME LOAN AGREEMENT. BORROWER shall refund any and all sums of money paid by ('CCIC to BORROWER within ten (1 (II husiness davs of 'ccle; written request therefor, 14.10 t pon termll1allOn of this 110\111' LOAN AGREFMEN T by CCCIC under paragraph numbet,S2u\) here(l( BORROWER shall be barred tj'om future contracts with CCCIC absent the express written ((lnsent of the General Manager. or his designate. to contract with CCCIe. XXXV. NOTIFICATION OF ACTION BROUGHT ;5.1 In the event that Jny daim. demand. suit. proceeding. cause of action or other action (hereinafter collectivl'ly referred to as "claim") IS made or hrought against BORROWER. BORROWER shall give written notice thereof to CCCIC vvithin live (5) business days after itself heing notdied, B< )RROWER's notice In CCCIC shall state the date and hour of notification to BORROWER nf the cbim: the names and addresses of those instituting or threatening to mstitute the claim, thl' basis of the claim. and the name(s) of any others against whom the claim is being made or threatened, W ritter: notice pursuant to this Article shall be delivered either rersonalh or hy mad n a...'Cordanll' Wllh\rticle XLIV of this HOME LOAN AGREEMENT. XXXVI. ASSIGNMENTS 36.1 B( )RROWL R shall not transICr. pledge or otherwise assign this HOME LOAN AGRFLMENT, any mtcrest in elnd lo same. or any claim arising thereunder, without first procunng the \Hitten approval or CCC!("s General Manager. Any attempt at transfer. pledge or uther aSSignment shall be void un inili(l Jnd shall confer no rights upon any third person. XXXVII. NO WAIVER OF PROVISIONS OR COMPLIANCE n.! '\ny t~lilure by C< 'CIC to insist. or any election by CCClC not to insist, upon the strict performance by BORROWER or any guarantor of the Project of any of the terms, provisions or (onditlons of the [()an Documenls shall not be deemed to be a waiver of same or of any other :1 I J( )ME Loan Agreement '87878 2)0"844 oooor , teml, pW\lsion or c:olldillon thereo!. ,1I1d CCClC shall have the right at any time thereafter to insist lIppn strict pertprmmce h) BORR< )WER of any and all of same. Additionally, no advance hy en 'II ' ot all) l.oan proceeds shal III any \\a) preclude ('('CIC from thereafter declaring a lailure b\ BORRO~I R 10 comply \\ lth any of the terms. pro\ !sions or conditions of the Loan Documents an event )f Jefault \ \1. .IS dPplicahle. d reason for termination in accordance with \rtick X XXI V heren XXXVIII. SEVERABILITY OF PROVISIONS ,8.1 It any clause or proviSIOn of 1111" HOME I,OAN AGREEMENT is held invalid, illegal or unenforceable under present or future federal. state or local la\\s. including but not limited to the CITY'" Cily Charter. en Y' s Cit) 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 unenforceabilit) shall nOl affect an) other clause or provision hereof and that the remainder of Ihis HI ll\fF 10\1'\ AGR LEMEN r shall be construed as if such IIlvalid. illegal or unenforceable clause <.11' prm ISlon 'MIS never contained herein: It is also the intention of the parties hereto that in lieu ot eaeh clause or pwvisioll l,f thiS IIOMF IO/\N AGREEMENT that is invalid, illegal, or unenforct'able. thl.?te be added ,IS a part of the HOME LOAN AGREEMENT a clause or provislilIl as similar in tenns to sllch il1\ alid. illegal nr unenforceable clause or provision as may be poss!hle. legal. \altd. "nd ent()Jceahk XXXIX. RENEWAL NOT AUTOMATIC 19. ] Funding unde! thiS HOM l: I O;\N ACiREEMEYI and any amendments or waivers that may be made or grankd hereunder shall not be automatically renewed on the anniversary date of Ihis HOME l.OAN /\GR EEME1\T lu the contrary. funding of any project requiring contract execution shall be achle\ed onl) pursuant to approval of the City Council of the City of Corpus Christl and the gO\ernlllg hod) of the ('(CIC XL. NON-W AIVER OF PERFORMANCE 40.1 \.0 waiver by ('C(. 'Ie of a breach of any of the terms. conditions, covenants or guarantees of this {-J()Mf' (,()AN A(iREEMF\J1 shall be construed or held to be a waiver of any succeeding \)r preceding hreach df he same or <In) other term. condition, covenant or guarantee herein contained Further. an) failure df ('( 'CIC to Insist in anyone or more cases upon the strict performance of a11\ of thl.? CO\ elldnts \If this HOME LOAN AGREEMENT, or to exercise any option herein clmtained. shall in no \.'\ent he construed as a waiver or relinquishment for the future \)1' such covenal1t llr option [n tact. no waiver. change, moditication or discharge by either party hereto of an) provi~lon ot'this HOME LOAT\ AGREEMET\T shall be deemed to have been made nr ,hall he etlcclivl unless l'xpressed in writing and signed hy the party to be charged. 4-0.2 1\\1 act pr \)Jnhsic'n of ('( CIe shall in any manner impair or prejudice any right, power, privilege. or remedv available to ('(CIC hereunder or by law or in equity, such rights, powers, privileges. or remedies to be alv...avs specifically preserved hereby ")'') [J( )ME Loan Agreement '878782 '-)OS844aaOGe' .W.3 \Ii! representat! ve or agent ot (( '(,IC 111<1\ walve the effect of the provisions of this \ rti de XLI. SPECIAL CONDITIONS -+ 1.1 B( )RROWI~ R shall prepare accurate and complete monthly performance measures reports dnd submit t(l thl CCCIC on nr before the tenth (loth) day of each month, with each report retlecting the prevous month. I ach such report shall contain details of all inputs (i.e., resourcesl and outputs i.e.. utdizatlo11 of resources) in conjunction with efficiency and dfecti\ eness measure" regarding the Pruject. as well as completion and anticipated completion dates till' clll aspects oj thc' development of the Project. The form of each report must meet the JpprO\.t1 \If CO 'It. and HORROWl.R agrees to make any and all changes to such form as may be recommended b\ t C< Ie. as well as provide additional information in connection with such reports ,IS ma:- be reljui..'sll'd by C( ('\( . -+ 1.2 H( )RROWLR "hall ensure that all professional and contractual services in connection with Pmjcct implementation shall it rcquired. be procured in accordance with 24 CFR 570, Part X5. "The Common Rule, Procurement and Competitive Standards:' and all other federal laws, regulatlolls. and rules appilcable t(l the Project. 41.3 !1\.TE:"JI IO'-AL! Y II--},I 131 !\'-K, 41.4 11\TE:"JIIONALI Y LLFT BlANK. 41.5 BORROWF R understands and acknowledges that CCCIC shall not be liable for any cost, or portl01l thereot. vvhich is or \vas incurred in connection with an activity of BORROWER where pnor vvritten authorization from ('( TIC is required for the activity and such authorization was no! lirst procured, (Y Ccel(' has requested that BORROWER furnish data concerning an activit\ pnor to proceeding further therewith and BORROWER nonetheless proceeds without first submitting the dala and receiving approval thereof 41.6 BORROWER "hall forward to ( ('('Ie for approval a completed copy of Homeownership \ssistanceRental Housing Project Setup Report (HUD form 4(094) for the HOME Program Integrated Disbursement Information System (\DIS) for each activity under this HOME LOAN \GRFE!\lENT. prllH [0 mitiating an~ activities or incurring any Project activity costs. 4-1.7 BORROWER understand:-; and agrees that Davis-Bacon Wage and Hour Requirements shall appl~ to HOMI.funded prOlects when. in accordance with 24 CFR 92.354, twelve (12) or more unlls are rehahilitated \)1' ne\\I~ constructed. and as the regulation may hereafter be amended during the umstruction of thl' Project. [1' applicable. BORROWER agrees to include said \\age requirements in all bid ,ldv ertisements and shall require same in all relevant third-party contral'ts prior 1(l the:ommence1llent of any construction activit~. 41.8 BORROW I. R shall accuratel> Lllmplete a Project Completion Report (HUD form 40096) upon lumpletion ot each Project :lcti\ it\ and forward the original completed form to the CCCIC " , HOME Loan Agreement 7878782 JO';844000OC); within lhl11y i301 husil1e~s days alter HORROWLWs receipt of the final remittance of HOME 10A1\ i\GRI' E\-1I.'\ funds h) CC{ It for such Project acti\. ity. BORROWER understands and acknuv\ledges thai 11l w Project Set-up Reports \'viII not be processed by CCCIC if there are any outstanding Prolen (,lmpletipn Repnrts due 41.9 BORROWER shall ensure that all units constructed with assistance made available to BORR( )WER h: {'( (,I( under thiS ! IOMF I.OA"i AGREEMENT shall comply with the provisHJns set forth II 2...; eFR 922"]. Propert: Standards. and shall comply with the CITY's City code..., regUlation". and rules 41.10 BORROWLR shall complete all Site Specific Environmental Review Records for each proper1\/parcel 01 thh Project and suhmit such records to CCCIe. CCCIC must approve in writing sllch records prim to an) Proll'ct activity cost being incurred. 41.11 () the greatest e\tent feasible. agreements for work to be performed in connection with this Prnject shall he awarded to husmess concerns including, but not limited to, individuals or firms dOlllg bllsines~ ill the tleld ,.)1 planning. consulting. design, architecture, building constructIOn. rehahilitatic,n. mail11enance. or repair. that are located in or owned in substantial part b: persons residing ill the same metropolitan area or non-metropolitan county as this Project. 41.] 2 BORROWI R understand~ and agrees that all HOME-assisted units in the Project shall only he !eased to and ('ccupied b: households that are eligihle as low-income families, in accordance WIth I-IID Sedion S Income (ruidelines. 41.13 BORROWER shall determine \"hether the !lOME-assisted units in the Project shall be tlxed tir tloatmg. and provide saId in1ormation to c('cle immediately upon its determination. BORRO\VER understands and agrees that time is of the essence in making said determination. 41.14 BORRO W I. R understands and agrees that. pursuant to 24 CFR 92.252, its maximum or High n'nls for it" IIOl\lF-assisted aft()rdable units in the Project herein shall be the lesser of: .\) 1 he fair market rL'nt fl)r existing housing for comparable units in the area as establi~hed by Ht J) under 24 CFR S8S.11 I: or H) ;\ rent that does not exceed thirty percent (30%) of the adjusted income of a L.lImly whose annual income equals sixty percent l65%) of the median income for the area. a" detenmned h\ HUD. \\-ith adjustmenh for the number of bedrooms in the UI1l ...J.1. I 5 BORROW 1- R shall, in accordance with all applicable HOME regulations, determine and utilize rent scheduks and limits that L'nsure that the rent charged tor all Project units remains in compliance with the HOMF regulatilll1s and standards during the period of affordability. Furthermore. BORROW)R shall lease to qualitled tamilies not less than the minimum allowed percentage of I 0\\ and] ligh rent I lOME-assisted affordable units required under the HOME regulatIOns during the penod of alllJrdahility. ::'...J. II< Hv1 E Loan Agreement '878782 .105844 ooooe 1 -+ 1.16 f3oRROWI.R (un her lInd~rstands and agrees that Low rent HOME assisted affordable units must meet one ( I ) 0' the foll,)\\in~ Low HOMF rent requirements: c\ ) I he rent shall not-:xceed thirty percent (JO%) 01 the annual income of a family \\hose ncome equClls tin: percent (50(~;)) of the median income for the area, as determmel' bJ Hl D. \\ilh adjustments for smaller and larger families; or H I I he 'u!t si1all not ,-'xcc~d thirty percent (30%) 01 the family's adjusted monthly IltCOnK I I the unil recei \ ~s Federal or State project-based rental subsidy and the \cr: !p\\-income Lund) pays. as a contribution toward rent, not more than thirty percent (3 1%) of the family's adjusted income. then the maximum rent (i.e., tenant ,omribution plus project-based rental subSidy) is the rent allowable under the Federa, or State project-based rental subsidy program. -1-1.17 HI )RROWFR further understands and agrees. in accordance with 24 CFR 92.252, at least :::00" of the Il( )!\'lE-.lssisted units 01 the Project must be occupied by very low-income families ,1I1d meet \me of the following rent requirements: I \, I he' rent dlles not e\ceed~O percent of the annual mcome of a family whose mcome equals 50 percent of the median income for the area, as determined by f!l D. \\ith adjustments tor smaller and larger families. HUD provides the f [OM I- rent limits \.\hich include ,1\erage occupancy per unit and adjusted income as'-umptions. 1 Iowe\'er. if the rent determined under this paragraph is higher ,hall the applicabk rent under paragraph (a) of this section, then the maximum rent for units under this paragraph is that calculated under paragraph (d)\)ftl1is ,ection H) I he rCllt dIll'S not exceed ~O percent of the tamily's adjusted income. If the unit receive.., federal or ..,tate project-based rental subsidy and the very low-income tamd) pay s as a contributIOn toward rent not more than 30 percent of the timil) " adjusted income. then the maximum rent (i.e.. tenant contribution plus project-based rental subSIdy) is the rent allowable under the federal or state Pro1ect .ba~ed rental subSidy program. -1-1.18 INrf'J\T](lNc\I iY LU.I BL\'\JK. 41.19 B( )RROWI- R shall not discriminate against any certificate or voucher holder in accordance t\1 :::4 ( FR Plrt 982. Section 8. Tenant Based Assistance: Unified Rule for Tenant- Based '\ssistance under the Section 8 Rental Certificate Program and the Section 8 Rental Voucher Program. 01 te. the holder 01 a comparable document evidencing participation in a HOM] tenant-based rcnttl assistance program 41.20 BORROWIR understands and agrees that HOME-assisted units shall meet the affordability requiremems It)r not k~s than twenty (20) years. commencing upon Project completiun. ,.;; 11< )ME Loan Agreement '878782 J05844 0000,]1 41.21 {'leIC "hall PiO\ de BORROWfR with mformation on updated HUD HOME rent limits "0 that rents ma\ he adjw;ted (not to exceed the maximum HOME rent limits provided by HUD to CC( 1< upon HI D's determination of fair market rents and median incomes) in accordance \\ith thiS HOME I (l \1\ AGRETMf'-T BORROWER shall annually provide CCCIC with documl'ntation (In rents and occupanc) 1'1 HOM}'-assisted units (() demonstrate compliance, 41.22 Ht )RROWIR umierstamb amI agrees that an) 1I1crease in rents for HOME-assisted units IS subJ\'cl to the pr,\\ i...iolls of ,)utstanding leases. and in any e\cnt. BORROWER shall provide tenanb ot those U1llts not less than thin\ nO) Ja)s prior \\1'itten notice before implementing any mcrease 1!1 rents 41.23 B( )RROWI' R understands and agrees that the income of each tenant shall be determined initiall\ In accordanCl' V\ Ith 24 ( FR ((2203(a)( I )( i), BORROWER shall annually re-examine each tenant's annual iI1come dur!l1g the period of atlordability in accordance with one of the option~ in 24 <TR \(~ )0' 41.24 B( )RROW1, R shall ensure that HOMI~ assisted units continue to qualify as affordable housing despite a tempe.raT) noncompliance caused by increases in the incomes of existing tenants if actions satisfactory to (eCIe are being taken to ensure that all vacancies are filled in accordanL'e V\ ith 24 CTR ')2,252 until the noncompliance is corrected. 41.25 B( )RRO WI; R shall ensure that tenants who no longer qualify as low-income families must pal as rent. the lesser of the amount payable by the tenant under State or local law or thirty percent (~O<1i)) of the !amily"s adjusted lllcome. except that tenants of HOME-assisted units that have heen allocate,1 km -income housing tax credits by a housing credit agency pursuant to section 42 of the Internal Re\enue Code of 1986 (26 l ,S.c. 42) must pay rent governed by section 42 If BORROWER has deSignated the HOME units as Hoating pursuant to Section 41.13 herein. BORRO\\TR shal not require tenants \\ho no longer qualify as low-income to pay. a" rent. an amount that exceeds t he market rent f()f comparable, unassisted units in the neighhorhood 41.26 BORROW! R shill suhmit III CCCI( a post-construction appraisal promptly upon completion of the Prolcct 41.27 BORROWER ackl1(mledges. understands dnd agrees to comply with the following tederal regulations as pwmulgated in Section 3 of the 1 lousing and Urban Development Act of 1968. as dmendcd. 1 I' applicable: (.\) I'he \\ork to he performed under this HOME LOAN AGREEMENT is subject to the requirements llf Section 3 or the Housing and Urban Development Act of 1968. as amended. I::' I S.c. 1701 u (Section 3). The purpose of Section 3 is to ensure that employ ment and other economic opportunities generated by HUD assistance or Ill, I)-aSSIsted projects covered by Section 3, shall, to the greatest ::'6 HOME Loan Agreement ~87878 2 J05844 OOCCll ' ~\tcnt tea~,lble. he dir~clcd to Im\ and vcry kl\\ income persons, particularly rerSt)n" who arc recipienh of Ht if) assistance t()J" housing. Hi I he' partie-- to this HO[vlI- LOAN ,\,CiREFMENI agree to comply with HUD's regulatlom in ~-l (TR Part 135. which implement Section 3. As evidenced by their e'\ecution of ihis HOME lOAN AGREEMENT, the parties to this HOME I ()\\ At rRIT MFN I certit~ that they are under no contractual or other Impedlmeli! that \\ould prevellt them Ii'om complying with the Part 135 r,~gulatlon~ () I he B( )RROWER agrees to send to each labor organization or representative of \\ orker" \\ lth which al1,'> contractor has a collective bargaining agreement or other understandll1g. 11 an,'>. a notice advising the labor organization or workers' representat Ive 0 f the contractor' s commitments under this Section 3 clause, and will po-.;t u)pies 01 the notice in conspicuous places at the work site where both emplcn ees and applicanh for training and employment positions can see the nutlee The nt)tice shall descrihe the Section 3 preference, shall set forth 1ll1l1l1l1ummmhermdjoh titles subject to hire, availability of apprenticeship and trainmt: pllsitions. the qualitications for each: and the name and location of the persull( s) tuking applicatj()lls for each of the positions: and the anticipated date the I,,\ork shall hegi Ii. 1 I)) RORR()\\ ER agrees 10 Include this Section 3 clause in every subcontract subject tll compliance \\ ith regulations 111 2-l CFR Part 135 and agrees to take appropriate actIon. as provided in an applicahle provision ot the subcontract or pursuant to this Sl'ction 3 clause provision. upon a tinding that the subcontractor is in \ iolati"n )f the :'egulations 111 ~-l CFR Part 135. BORROWER will not subcuntral1 with any subcontractor \\here BORROWER has notice or knowledge that thc subcontractor has heen found in violation of the regulations in 24 eFR Part I ~ ". II) BORRI)\\ ER \vill certIl~ that an,'> vacant employment pOSItIOns, including trainll1g p'lsitions. that are tilled (1\ after contractor is selected but before the contraLl is executed and 1.2\ with persons other than those to whom the regulations d 2-l ('FH Part 1;5 require employment opportunities to be directed, were not tilled It ci rcumwnt BORROWER's obligations under 24 eFR Part 135. d ) NoncomplIance \\ ith III D's regulations 111 24 eFR Part 135 may result in sancti"ns. termination (lj this HOME LOAN AGREEMENT for default, and debarmenl or suspension Irom further HlD-assisted contracts. (( I) \Vith respect tu \\ork performed in connection with Section 3 covered Indian housing assistance. SectIon 7(b) of the Indian Self-Determination and Education ,\ssistanct Act (~~, t S.C 450e) also applies to the work to be performed under this II0tvl E LOA\. \( iREEMFNT Section 7(b) requires that, to the greatest ,.., II( )ME Loan Agreement '87878;; JO'844 0000')' ntent kas ble. i i) prelCrcnce and opportunities t()J training and employment shall be g.1 H,'I1 t( Indiam and (11) preference in the award of contracts and subcontracts shall bl g.l\en 10 I ndian organizations and Indian-owned economic enterprises. P Jrtll'S 10 this contr'act that are subject to the prc)\ision of Section 3 and Section 7, h \ ,lglee 10 comply \\ Ith Section -; 10 the maxllnum extent feasible, but not in derog.at!on ufcompliancl..' with Section 7(b) XLII. ENTIRE - AGREEMENT 42.1 Ihis HOML I (}j\N AGRIE\1INT. along \\ith the other Loan Documents, constitutes the tinal and entin.: agreement bet\\een the parties hereto and contains all of the terms and conditions agreed upon. \10 other agreements. oral or othenvise. regarding the subject matter of this H( ll\1I 1.0\1\ A< fREEMEN I shall be deemed to exist or to bind the parties hereto unless same be III wnti ng. dated -;ubsequent to the date hereof. and duly executed by the parties. XLIII. INTERPRETATION 43.1 in the nent any disagreement or dispute should arise between the parties hereto pertainmg to the interpretation or meanmg of any part of this HOME LOAN AGREEMENT or its gO\ erning rules. regulations. la\\s. codes l)r ordinances, (CCIe, as the party ultimately responsible to HI [) till' matters of compliance. shall have the final authority to render or secure an interpretation. XLIV. NOTICES 44.1 !\Il notices. demands. requests 1)1' other communications to be sent by one party to the other hereunder or required by la\\ shall be in writing and shall be deemed to have been validly given ill' sened by delivery of the 'lame 111 person to the intended addressee, or by depositing the same \\ ith Federal Express or another reputable private courier service for next business day deliver, in the Intended dddressec at ib address set forth below or at such other address as may he deSignated by 'Iuch party as herein provided. or by depositing the same in the United States mail, postage prepaid. rt~gistered or LtTtitied mail. return receIpt requested, addressed to the mtended dddres'lee at Its address set I(lrth bell)\\, ur at such other address as may be designated by such pam as herein pro'lded \11 notices. demands and requests shall be effective upon such personal deli \Cr). 1'1' Ill1e ( I ) business day after being deposited with the private courier service, or three ! ~) husine'ls da\ s after hei n},! deposited in the I i nited States mail as required above. Reject!\)I) or \)ther refusal to accept (II the inability to deliver because of changed address of which 111' notice "as gl\en as herein required shall be deemed to be receipt of the notice, demand. \II' request sent. Sen ice of .1Il) notice required by Texas Property Code Section 51.002. as the ,-ame may he cUTIended. shall he effecti\l' when the reqUirements to that statute are met. ("he t(lll(lwing are lht addresses )1' I I \jDER and BORROWER for all purposes in connection herew Ilh LENDl:...R .28 11< )I\1E Loan Agreement '878782)0'>8440000'1 ' Corpu~ Christl <- ommllni1\ Impro\ cmcnl ('orporallon '\ttn: (Ieneral Manager 1201 I \.:opard St P 0, Bm, l}277 Corpus Christi. IX 7R40 (78469-9277 i BORR()~'ER rhe Housll1g Authorit: ot the Cit:- ()f C'orpus Christi i\ttn: I xecutive Director ~701/\VlTSSt. Corpus Christl. rx 7X41:; With a9)QY1~!: City Attorney's Officc City at Cllrpus ('hnstl P. O. BOJ\ 9277 Corpus Christl. IX 7X46'>-9277 With a9.2.Qy.l<): PNC MultiFamily Capital InstitutJOnal hmd XXIX limited partnership c/o PNC MultiFamil) Capital 121 S,W Morrison. Suite 1300 Portland. Oregon 9'204 By gi\ ing to the other party hereto at least ten (10) days' prior, written notice thereof in accordance with the proYlsions hereof. the parties hereto shall have the right from time to time to change their respective addresses and each shall han: the right to specify as its address any other addres" XLV. PARTIES BOUND 45.1 I his HOME i ,O\N i\CiREEMFNT shall be binding on and inure to the benefit of the parties hereto and theIr respective heirs. executors, administrators, legal representatives, successors and assigns. e\cept as iJtherV-.lse expressl) provided herein. XLVI. GENDER 46.1 \\ords of gender used in this HOME LOAN AGREEMFNT shall be held and construed to include the other gender. and words 111 the singular number shall be held to include the plural, unless the context othcl'\\ Ise reqUires XL VII. RELATIONSHIP OF PARTIES 29 ]IOME Loan Agreement 787878,2 ](",844 0000) -P.] "lnthing ;.;ontalf1ed here111 ~hall he deemed or construed hy the parties hereto, or by any lhird part\. as creat111f till' relatil'nshlP of prinCIpal and agent. partners, joint venturers or any ()ther simIlar such relatlOlhhip het\\een the parties hereto. -'+7.2 It IS expressly understood ,lml agreed that BORROWER IS and shall be deemed to be an independent contracto! and operah)f responsible to all parties for its respective acts or omissions dnd that ( cCle shall in n,) \\a} lw responsible therell)L XL VIII. TEXAS LAW TO APPL Y 48.] 1!~LLSS lTDERAL [i\\\ ('ONTROLS ON ANY DISPUTED ISSUE OR INTERPRETIVI~ J>RO\ ISION. rI n. PARTIES AGREE IHA T THIS HOME LOAN L\GREf l\IENT SH \1 L HE CONSIRI ED t'NDER AND IN ACCORDANCE WITH THE LAWS 01. !lIE Sl All: OF IEXAS. AND ALL OBLIGATIONS OF THE PARTIES CREA II [) HEREI NDER ARE PERFORMABLE IT\; NUFCES COUNTY, TEXAS. XLIX. CAPTIONS 49.1 [hc captions conlained in this IIOME LOAN AGREEMENT are for convenience of reference only and 1I1 no way limit or enlarge the terms and conditions of this HOME LOAN AGRFll\IEN I. XLX. SUBORDINATION ;;0.] 11\ IEN'll()!\ALL V LEFT BI ANK. (EXECllTION PAGE AND ATTACHMENT(S) FOLLOW) EXECUTED this the .~i stday of .. /0\(1-'-- (~_~_' 2006. LENDER: ,0 II ( ) M E Loan Agreement 787878 2 JO~'844 OOOOC 1 c\ TTES1. CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION h,z- (~ General Manager Armando Chapa Secreta ~ BORROWER: I/l C"\ i ,-^ ,L L A..,f.';,-, '\~'l~=-'3L? { ( C~ It1 111. .....T j ( SEA BREEZE SE~fORS, LP By: Sea Breeze GP LLC, its general partner SEm'UV(iL. By: .3 -.? ;(--oL. Richard : ranco Secreta~'/Director Date A('KNOWLEDGMENT STATE OF TEXAS ~ ~ COUNTY OF NlJECES ~ 'j rd\L.:l ~ A /. h fhls instrument \US acknowledged before me on this ~ = day of IV llA ('(, \ ,2006, by Richard J. Franco..;ecretary of the sole member of the general partner of Sea Breez~ Seniors, LP, on oehalf of the lirnitt-d partnershIp /-''\ r~~6....c::.....o...o ~ ;~?~~~;;. VIRGINIA G. PRICE ~ "\ff'~~;'" ,:~~~s '~ 3.08-2008 ~'~ -;:>'-~"I Attachments: Exhibit .\.. "wpen) [)escriptilm EXHIBIT "A" 31 II( )!'v1E Loan Agreement 7878782:'05844 ooooc' Property Description. Lots One (1) Two (2), and Three (3), Block One (1), of Padre/lnterstate 37 Business Park Unit 2, a subdivision in the City of Corpus Christi, Nueces County Texas, according to the map or plat recorded in Volume 64, Pages 243-244. Map Records of Nueces County, Texas, commonly located by its geographic location at the southwest corner of Interstate 37 Access Road and Lantana Street Corpus Christi, 78408, Nueces County, Texas. ~-., .'- HOME Loan Agreement 787878 2'05844 aooae 1