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FY07 HOME FUNDING AGREEMENT
GLENOAK APARTMENTS
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
SECTION 1. PARTIES TO AGREEMENT
(A) This agreement ("Agreement") is made and entered into by and between the Cor-
pus Christi Community Improvement Corporation, anon-profit corporation organized
under the laws of the State of Texas ("CCCIC"), and HCS 309, LLC, a Texas limited
liability company, organized under the laws of the State of Texas and doing business as
911 Glenoak Apartments ("Glenoak").
(B) The parties have severally and collectively agreed, and by the execution of this
Agreement are bound, to the mutual obligations and to the performance and accom-
plishment of the tasks described in this Agreement.
SECTION 2. AGREEMENT PERIOD
This Agreement commences on the date of execution by the CCCIC and terminates on
July 31, 2009, unless as otherwise specifically provided by the terms of this Agree-
ment.
SECTION 3. GRANT FUNDS
(A) The CCCIC agrees to grant Glenoak $250,000 of federal HOME funds subject to
the conditions in this Agreement.
(B) Glenoak shall execute a covenant to bind the property for a period of five (5) years
("Covenant of Affordability"), the terms of which are set out in this Agreement and in the
sample which is attached to this Agreement as Exhibit A. The executed Covenant of
Affordability will then replace the sample Exhibit A provided with this Agreement, the
text of the executed Covenant of Affordability is then, by agreement of the parties, incor•
porated in this document by reference, and the new Exhibit A will be recorded in the
official deed records of Nueces County. The binding terms of the recorded Covenant of
Affordability will be released upon Glenoak's completion of the terms and provisions
contained in this Agreement.
2008-321
06/30/08
Glenoak Apartments -CCCIC
SECTION 4. GLENOAK'S PERFORMANCE
(A) The grant proceeds must be used by Glenoak to rehabilitate the property by
installing storm windows over the remaining 60% of the facility's 614 windows (40% of
the storm windows were installed in Phase I under the initial funding agreement) and
purchasing hurricane shutters for all 614 windows at the facility, such facility being
located on real property at 711 Glenoak Drive, Corpus Christi, Nueces County, Texas
("Project").
(B) Glenoak, in consideration of being granted the funding, agrees to continue to
operate this property to provide housing for low and moderate income families for the
length of time applicable under the Covenant of Affordability. This provision survives
the expiration of this Agreement.
(C) In this Agreement, low and moderate income families are as defined in accordance
with 24 CFR 92.2 and calculated based on 24 CFR 92.203(b)(1), ("Housing"), as de-
scribed in the preliminary budget and construction schedule, which is attached to this
Agreement as Exhibit B and which is incorporated in this Agreement by reference as if
fully set out in this Agreement ("Budget and Construction Schedule").
(D) Glenoak will administer the Project in accordance with all federal laws, rules, and
regulations including, but not limited to, the HOME Investment Partnerships Act at Title
II of the Cranston-Gonzalez National Affordable Housing Act, as amended, 42 U.S.C.
12701, et seq., and implementing federal regulations contained in 24 CFR Part 92; the
HOME Program Guidelines and Application Package; and Exhibit C, entitled "Other
Federal Requirements," which is attached to this Agreement, the contents of the exhibit
being incorporated in this Agreement by reference as if fully set out herein.
(E) Glenoak agrees to acknowledge the sponsorship of the CCCIC at any event pro-
moting the project or any other project sponsor.
(F) Glenoak shall pertorm all activities in accordance with the terms of the assurances,
certifications, and all other statements made by Glenoak in its application for the Project
funded under this Agreement; and with all other terms, provisions, and requirements set
forth in this Agreement.
SECTION 5. CCCIC'S OBLIGATIONS
(A) In consideration of full and satisfactory performance of the activities referred to in
Section 4 of this Agreement, the CCCIC shall make payments under the grant for the
actual and reasonable costs incurred by Glenoak during the Agreement period for per-
formances rendered under this Agreement by Glenoak, subject to the limitations set
forth in this Section 5.
(B) It is expressly understood and agreed by the parties that the CCCIC's obligations
under this Section 5 are contingent upon the actual receipt of adequate federal funds to
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meet the CCCIC's liabilities under this Agreement. If adequate funds are not available
to make payments under this Agreement, the CCCIC shall notify Glenoak in writing
within a reasonable time after such fact is determined, and the CCCIC shall then termin-
ate this Agreement and will not be liable for failure to make payments to Glenoak under
this Agreement.
(C) The CCCIC shall not be liable to grant Glenoak money for any costs incurred by
Glenoak which are not allowable costs, as set forth in 24 CFR 92.206 and Section 7 of
this Agreement. Funds provided under this Agreement may not be used for payment of
prohibited activities as defined in 24 CFR 92.214.
(D) The CCCIC shall not be liable to grant Glenoak money for any costs incurred by the
Glenoak or any performances rendered by Glenoak which are not strictly in accordance
with the terms of this Agreement.
(E) The CCCIC shall not be liable to grant Glenoak money for costs incurred or per-
formances rendered by Glenoak before commencement of this Agreement or after
termination of this Agreement.
SECTION 6. DISBURSEMENT OF FUNDS
(A) The CCCIC will provide funds under this Agreement in accordance with the require-
ments of 24 CFR 92.502. Glenoak may not request disbursement of funds under this
Agreement until the funds are needed for payment of eligible costs. All work related to
a request for disbursement will be inspected prior to disbursement of funds. Funds will
be disbursed within ten (10) working days following completion of an inspection resul-
ting in a favorable review and approval by representatives of the CCCIC.
(B) It is expressly understood and agreed by the parties that payments under this
Agreement are contingent upon Glenoak's full and satisfactory performance of its obli-
gations under this Agreement. The CCCIC reserves the right to recapture unexpended
funds provided under this Agreement in the event the CCCIC determines that Glenoak
will be unable to expend the funds, or any portion of the funds, within the prescribed
time as determined by representatives of the CCCIC.
SECTION 7. ADMINISTRATIVE REQUIREMENTS, COSTS PRINCIPLES, AND
PROGRAM INCOME
(A) Glenoak must comply with all federal regulations including, but not limited to, appli-
cable regulations under OMB Circular No. A-122 and the following requirements of
24 CFR Part 84: §§ 84.2, 84.5, 84.13 through 84.16; 84.26 through 84.28; 84.30;
84.31; 84.34 through 84.37; 84.40 through 84.48; 84.51; 84.60 through 84.62; 84.72;
and 84.73 pursuant to 24 CFR 92.505(b).
(B) Glenoak shall adhere to and comply with the administrative procedures and re-
porting requirements of the Performance Measurement System utilized by represen-
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tatives of the CCCIC in order to facilitate the collection and reporting of HOME-based
funding data.
(C) Glenoak shall maintain records of the receipt, accrual, and disposition of all Project
and program income funds in the same manner as required for in Section 7(A) above
for all funds provided under this Agreement. Glenoak shall provide reports of program
income as requested by representatives of the CCCIC and at the termination of this
Agreement.
(D) All program income must be reinvested by Glenoak and applied towards housing
initiatives for low and moderate income individuals and families including, but not limited
to, acquisition and rehabilitation of rental or home ownership projects.
SECTION 8. RETENTION AND ACCESSIBILITY OF RECORDS
(A) Glenoak must establish and maintain those records listed under 24 CFR 92.508
and other records as may be determined by CCCIC.
(B) Glenoak shall give representatives of the CCCIC, the Comptroller of the United
States, or any other duly authorized representatives, access to and the right to examine
all books, accounts, records, reports, files and other papers, things, or property belong-
ing to or in use by Glenoak pertaining to this Agreement. Such rights to access shall
continue as long as the records are retained by Glenoak. Glenoak agrees to maintain
such records in an accessible location.
(C) All records pertinent to this Agreement shall be retained by Glenoak for five years
following the date of termination of this Agreement or of submission of the final close-
out report, whichever is later, with the following exceptions:
If any litigation, claim or audit is started before the expiration of the five-year
period and extends beyond the five-year period, the records shall be main-
tained until all litigation, claims or audit findings involving the records have
been resolved.
2. Records relating to real property acquisition shall be retained for the period of
affordability required under 24 CFR 92.254 or 24 CFR 92.252 as applicable,
plus five years.
3. Records covering displacement and acquisitions must be retained for at least
five years after the date by which all persons displaced from the property and
all persons whose property is acquired for the project have received the final
payment to which they are entitled in accordance with 24 CFR 92.353.
(D) Glenoak shall include the substance of this Section 8 in all subcontracts.
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(E) Glenoak must provide citizens, public agencies, and other interested parties with
reasonable access to this Agreement and other documents and records that directly
pertain to this Agreement, consistent with the Texas Public Information Act, Texas
Government Code, Chapter 552.
SECTION 9. REPORTING REQUIREMENTS
(A) Glenoak shall submit to the CCCIC such reports on the operation and performance
of this Agreement as may be required by the CCCIC including, but not limited to, the
reports specified in this Section 9. Glenoak shall provide the CCCIC with all reports
necessary for the CCCIC's compliance with 24 CFR 92.509 and 24 CFR Part 92,
Subpart L.
(B) In addition to the limitations on liability otherwise specified in this Agreement, it is
expressly understood and agreed by the parties hereto that, if Glenoak fails to submit to
the CCCIC in a timely and satisfactory manner any report required by this Agreement,
the CCCIC may, at its sole option and in its sole discretion, withhold any or all payments
otherwise due or requested by Glenoak, upon notice in writing of its decision and the
reasons. Payments withheld pursuant to this section may be held by the CCCIC until
the delinquent obligations for which funds were withheld are fulfilled by Glenoak.
(C) Acknowledgment of Funding Source. Glenoak shall give credit to the CCCIC as
the Project funding source in all presentations, written documents, publicity and adver-
tisements regarding the Project.
SECTION 10. MONITORING
The CCCIC reserves the right to, from time to time, carry out field inspections to ensure
compliance with the requirements of this Agreement. Glenoak shall attend a precon-
struction meeting prior to the first construction draw. After each monitoring visit, the
CCCIC shall provide Glenoak with a written report of the monitor's findings. If the moni-
toring reports note deficiencies in Glenoak's performances under the terms of this
Agreement, the monitoring report will include requirements for the timely correction of
the deficiencies by Glenoak. Failure by Glenoak to take the action(s) specified in the
monitoring report may be cause for suspension or termination of this Agreement, as
provided in Sections 18 and 19 of this Agreement.
SECTION 11. INDEPENDENT CONTRACTOR
It is expressly understood and agreed by the parties hereto that the CCCIC is con-
tracting with Glenoak as an independent contractor, and that Glenoak, as such, agrees
to hold the CCCIC harmless and to indemnify the CCCIC from and against any and all
claims, demands, and causes of action of every kind and character which may be as-
serted by any third party occurring or in any way incident to, arising out of, or in connec-
tion with the services to be performed by Glenoak under this Agreement.
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SECTION 12. INDEMNIFICATION
(A) Glenoak agrees that it shall indemnify the CCCIC and its directors,
officers, employees, representatives, and agents (collectively,
"Indemnitees") and hold the Indemnitees harmless of, from, and
against all claims, demands, actions, damages, losses, costs, liabili-
ties, expenses, and judgments recovered from or asserted against the
Indemnitees on account of injury or damage to persons or property to
the extent any damage or injury maybe incident to, arise out of, or be
caused, either proximately or remotely, wholly or in part, by an act or
omission, negligence or misconduct on the part of G/enoak or any of
its agents, servants, employees, contractors, patrons, guests, licen-
sees, or invitees entering upon the Project being improved pursuant
to this Agreement or when any such injury or damage is the result,
proximate or remote, of the violation by G/enoak or any of its agents,
servants, employees, contractors, patrons, guests, licensees, or in-
vitees of any law, ordinance, or governmental order of any kind, or
when any injury or damage may in any other way arise from or out of
the acquisition, rehabilitation, modification, or construction at the
Project or out of the use or occupancy of the Project by G/enoak, its
agents, servants, employees, contractors, patrons, guests, licensees,
or invitees including, without limitation, any damages or costs which
may occur as a result of the design of the rehabilitation, modification,
or construction of the Project, the bidding process, actual rehabilita-
tion, modification, or construction of the Project, administration of the
construction contracts by G/enoak, the City of Corpus Christi, or the
CCCIC or its designee, failure of the Project prior to completion and
acceptance of the rehabilitation, modification, or construction by
Glenoak, failure of the rehabilitation, modification, or construction of
the Project to work as designed, failure of any contractor, subcon-
tractor, or manufacturer to honor its warranties, or failure of Glenoak
to maintain the Project.
(B) These terms of indemnifications are effective upon the date of
final execution of this Agreement and whether the iniury or damage
may result from the sole negligence, contributory negligence, or
concurrent negligence of Indemnities, but not if the damage or iniury
may result from the gross negligence or willful misconduct of Indem-
nitees.
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(C) Glenoak covenants and agrees that, should the Indemnitees or
any of them individually be made a party to any litigation against
G/enoak or in any litigation commenced by any party relating to this
Agreement and the construction or rehabilitation of the Project
contemplated under this Agreement, Glenoak shall and will pay all
costs and expenses, including reasonable attorneys' fees and court
costs incurred by or imposed upon the Indemnitees by virtue of any
such litigation.
(D) Glenoak, for and in consideration of the Indemnitees' participation
in this Agreement, hereby agrees and covenants that Glenoak will
never institute any suit or action at law against the Indemnitees re-
lated to the performance by any party under this Agreement nor insti-
tute, prosecute. or in any way aid in the institution or prosecution of
any claim, demand, action, or cause of action for damages, costs,
expenses, or compensation related to the performance by any party
under this Agreement, whether or not caused by the negligence of
Indemnitees.
SECTION 13. SUBCONTRACTS
(A) Except for subcontracts to which the federal labor standards requirements apply,
Glenoak may not subcontract for performances described in this Agreement without ob-
taining CCCIC's prior written approval. Glenoak shall only subcontract for perfor-
mances described in this Agreement to which the federal labor standards requirements
apply after Glenoak has submitted a Subcontractor Eligibility form, as specified by the
CCCIC, for each such proposed subcontract, and Glenoak has obtained the CCCIC's
prior written approval, based on the information submitted, of Glenoak's intent to enter
into such proposed subcontract. Glenoak, in subcontracting for any performances de-
scribed in this Agreement, expressly understands that, in entering into such subcon-
tracts, the CCCIC is not in any manner liable to Glenoak's subcontractor(s).
(B) In no event may any provision of this Section 13, specifically, the requirements that
Glenoak obtain the CCCIC's prior written approval of a subcontractor's eligibility, be
construed as relieving Glenoak of the responsibility for ensuring that the performances
rendered under all subcontracts are rendered so as to comply with all of the terms of
this Agreement, as if such performances rendered were rendered by Glenoak. The
CCCIC's approval of a subcontractor's eligibility under this Section 13 does not con-
stitute adoption, ratification, or acceptance of Glenoak's or the subcontractor's per-
formance. The act of approval of a subcontractor's eligibility under this Section 13 does
not waive any right of action which may exist or which may subsequently accrue to the
CCCIC under this Agreement. The CCCIC retains at all times the right to insist upon
Glenoak's full compliance with the terms of this Agreement.
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,~
(C) Glenoak shall comply with all applicable federal, state, and local laws, regulations,
and ordinances when making procurements under this Agreement.
SECTION 14. CONFLICT OF INTEREST
Glenoak shall ensure that no person who (1) is an employee, agent, consultant, officer
or elected or appointed official of Glenoak that receives funds and who exercises or has
exercised any functions or responsibilities with respect to activities assisted with funds
provided under this Agreement or (2) who is in a position to participate in a decision
making process or gain inside information with regard to such activities may obtain a
personal or financial interest or benefit from a HOME assisted activity, or have an inter-
est in any agreement, subcontract, or contract (or the proceeds thereof) with respect to
a HOME assisted activity either for themselves or those with whom they have family or
business ties, during their tenure or for one year thereafter. Glenoak shall ensure
compl-ance with applicable provisions under 24 CFR 92.356 and OMB Circular A-110
in the procurement of property and services.
SECTION 15. NONDISCRIMINATION
(A) Glenoak shall ensure that no person shall on the grounds of race, color, religion,
sex, age, handicap, familial status, or national origin be excluded from participation in,
be denied the benefits of, or be subjected to discrimination under any program or
activity funded in whole or in part with funds provided under this Agreement.
(B) In addition, funds provided under this Agreement must be made available in accor-
dance with the requirements of Section 3 of the Housing and Urban Development Act of
1968 (12 U.S.C. §170u) such that:
To the greatest extent feasible, opportunities for training and employment
arising in connection with the planning and carrying out of any Project as-
sisted with HOME funds provided under this Agreement be given to low-
income persons residing with the general local government area or metro-
politan area or non-metropolitan county in which the project is located; and
2. To the greatest extent feasible, agreements for work to be performed in
connection with any such Project be awarded to business concerns, in-
cluding, but not limited to, individuals or firms doing business in the field of
planning, consulting, design, architecture, building construction, rehabili-
tation, maintenance, or repair, which are located in or owned in substantial
part by persons residing in the same metropolitan area or non-
metropolitan county as the Project.
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SECTION 16. LEGAL AUTHORITY
(A) Glenoak assures and guarantees that Glenoak possesses the legal authority to
enter into this Agreement, receive funds authorized by this Agreement, and to perform
the services Glenoak has obligated itself to perform under this Agreement.
(B) The person or persons signing and executing this Agreement on behalf of Glenoak,
or representing themselves as signing and executing this Agreement on behalf of
Glenoak, do hereby warrant and guarantee that he, she, or they have been duly
authorized by Glenoak to execute this Agreement on behalf of Glenoak and to validly
and legally bind Glenoak to all terms, performances, and provisions in this Agreement.
(C) Glenoak shall not employ, award contract to, or fund any person that has been
debarred, suspended, proposed for debarment, or placed on ineligibility status by the
U.S. Department of Housing and Urban Development. In addition, the CCCIC shall
have the right to suspend or terminate this Agreement if Glenoak is debarred, sus-
pended, proposed for debarment, or is determined to be ineligible from participating in
the HOME Program.
SECTION 17. LITIGATION AND CLAIMS
Glenoak shall give the CCCIC immediate notice in writing of:
(i) any action, including any proceeding before an administrative agency
filed against Glenoak in connection with this Agreement; and
(ii) any claim against Glenoak, the cost and expense of which Glenoak may
be entitled to be reimbursed by the CCCIC. Except as otherwise directed
by the CCCIC, Glenoak shall furnish immediately to the CCCIC copies of
all pertinent papers received by Glenoak with respect to such action or
claim.
SECTION 18. CHANGES AND AMENDMENTS
(A) Except as specifically provided otherwise in this Agreement, any alterations, addi-
tions, or deletions to the terms of this Agreement must be made by amendment to this
document in writing and executed by both parties to this Agreement. Modifications
which do not change the essential scope and purpose of this Agreement may be
approved on behalf of the CCCIC by the General Manager.
(B) It is understood and agreed by the parties to this Agreement that performances
under this Agreement must be rendered in accordance with the HOME Investment
Partnership Act of 1990 (the "Act"), 42 U.S.C. §§12701 et. seq., the regulations pro-
mulgated under the Act, the assurances and certifications made to the CCCIC by the
Glenoak, and the assurances and certifications made to the United States Department
of Housing and Urban Development by the CCCIC with regard to the operation of the
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HOME Program. Based on these considerations, and in order to ensure the legal and
effective performance of this Agreement by both parties, it is agreed by the parties that
the performances under this Agreement are amended by the provisions of the HOME
Program, and any amendments thereto and may further be amended in the following
manner: The Department of Housing and Urban Development may from time to time
during the term of this Agreement establish, interpret, or clarify performance require-
ments mandated under this Agreement. The policy directives promulgated in the form
of HOME Issuances shall have the effect of modifying the terms of this Agreement and
shall be binding upon the Glenoak, as if written and included in this Agreement; pro-
vided, however, that said policy directives and any amendments shall not alter the terms
of this Agreement so as to release the CCCIC of any obligation specified in Section 6 of
this Agreement to reimburse costs incurred by the Glenoak prior to the effective date of
the amendments or policy directives.
(C) Any alterations, additions, or deletions to the terms of this Agreement which are
required by changes in federal law or regulations are automatically incorporated into this
Agreement without written amendment and shall become effective on the date desig-
nated by the law or regulation. The CCCIC or Glenoak may require written changes or
amendments to this Agreement when any substantial alterations, additions, or deletions
to the terms of this Agreement are required by changes in federal law or regulations.
(D) Glenoak has provided an estimated Project Budget and Construction Schedule
based upon the proposed construction listed above, which budget and schedule will be
attached to this Agreement and made a part of this Agreement for all purposes as Ex-
hibit B. Ten days prior to award of any funds pursuant to this Agreement, Glenoak will
provide a finalized Budget and Project Implementation Schedule, which includes a
schedule of costs of completion, and a schedule of completion for the various aspects of
construction of the Project which will be substituted for the then existing Exhibit B and
which will become Exhibit B of this Agreement for all purposes.
SECTION 19. SUSPENSION
In the event Glenoak fails to comply with any terms of this Agreement, the CCCIC may,
in accordance with 24CFR 85.43 and upon written notification to Glenoak, suspend this
Agreement in whole or in part and withhold further payments to Glenoak, and prohibit
Glenoak from incurring additional obligations of funds under this Agreement.
SECTION 20. TERMINATION
The CCCIC may terminate this Agreement, in whole or in part, in accordance with 24
CFR 85.43 and this Section 20. The CCCIC may terminate this Agreement for con-
venience in accordance with 24 CFR 85.44. In the event Glenoak materially fails, as
determined by the CCCIC, to comply with any term of this Agreement, whether stated in
a federal statute or regulation, an assurance, in a State plan or application, a notice of
award, or elsewhere, the CCCIC may take one or more of the following actions:
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Temporary withhold cash payments pending correction of the deficiency
by Glenoak or take more severe enforcement action against Glenoak.
2. Disallow all or part of the cost of the activity or action not in compliance.
3. Wholly or partly suspend or terminate the current award for Glenoak's
Project.
4. Withhold further HOME awards from Glenoak.
5. Take other remedies that may be legally available.
Additionally, this Agreement. may be cancelled upon athirty-day notice of cancellation
upon mutual agreement of the parties, prior to the receipt of any portion of the funds by
Glenoak.
SECTION 21. AUDIT
(A) Unless otherwise directed by the CCCIC, Glenoak shall arrange for the perfor-
mance of an annual financial and compliance audit of funds received and performances
rendered under this Agreement, subject of the following conditions and limitations:
Glenoak shall have an audit made in accordance with 24 CFR 92.506,
24 CFR Part 44. or OMB Circular A-133 for any of its fiscal years included
within the Agreement period specified in Section 2 of this Agreement in which
Glenoak receives more than $300,000 in federal financial assistance provided
by a federal agency in the form of grants, agreements, loans, loan guaran-
tees, property, cooperative agreements, interest subsidies, insurance or direct
appropriations, but federal financial assistance does not include direct federal
cash assistance to individuals. The term includes awards of federal financial
assistance received directly from federal agencies, or indirectly through other
units of state and local government.
2. At the option of Glenoak, each audit required by this section may cover either
Glenoak's entire operations or each department, agency, or establishment of
Glenoak which received, expended or otherwise administered federal funds.
3. Notwithstanding Section 5(a)(4), Section 5(a)(5), and Section 6 of this Agree-
ment, Glenoak may utilize funds budgeted under this Agreement to pay for
that portion of the cost of such audit services properly allocable to the activi-
ties funded by the CCCIC under this Agreement; provided, however, that the
CCCIC shall not make payment for the cost of such audit services until the
CCCIC has received such audit report from Glenoak.
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4. Unless otherwise specifically authorized by the CCCIC in writing, Glenoak
shall submit the report of such audit to the CCCIC within thirty (30) days after
completion of the audit, but no later than one (1) year after the end of each
federal fiscal period included within the period of this Agreement. Audits
performed under subsection A of this Section 21 are subject to review and
resolution by the CCCIC or its authorized representative.
As part of its audit, Glenoak shall verify expenditures according to the Budget
and Construction Schedule attached and incorporated as Exhibit B.
(B) Notwithstanding subsection A of this Section 21, the CCCIC reserves the right to
conduct an annual financial and compliance audit of funds received and performances
rendered under this Agreement. Glenoak agrees to permit the CCCIC or its authorized
representative to audit Glenoak's records and to obtain any documents, materials, or
information necessary to facilitate such audit. Should an audit not be required by sub-
section A of this Section 21, Glenoak shall provide an annual audit to the CCCIC of
funds received in performance of this Agreement.
(C) Glenoak understands and agrees that it shall be liable to CCCIC for any costs
disallowed pursuant to financial and compliance audit(s) of funds received under this
Agreement. Glenoak further understands and agrees that reimbursement to the CCCIC
of such disallowed costs shall be paid by Glenoak from funds which were not provided
or otherwise made available to Glenoak under this Agreement.
(D) Glenoak shall take all necessary actions to facilitate the performance of such audit
or audits conducted pursuant to this Section 21 as the CCCIC may require of Glenoak.
(E) All approved HOME audit reports shall be made available for public inspection
within 30 days after completion of the audit.
SECTION 22. ENVIRONMENTAL CLEARANCE REQUIREMENTS
(A) Glenoak understands agrees that, by the execution of this Agreement, it shall
assume the responsibilities for environmental review, decision making, and other
actions in accordance with and to the extent specified in 24 CFR 92.352 and 24 CFR,
Part 58.
SECTION 23. LABOR STANDARDS
All laborers and mechanics employed in the rehabilitation of a project assisted under
this Agreement that contains 12 or more dwelling units shall be paid wages at rates as
determined by the Secretary of Labor in accordance with the Davis-Bacon Act
(40 U.S.C. §276a-5), and contracts involving their employment shall be subject to the
applicable provisions of the Contract Work Hours and Safety Standards Act (40 U.S.C.
§§327-333). Construction contractors and subcontractors must comply with regulations
issued under these acts and with other federal laws and regulations pertaining to labor
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standards and HUD Handbook 1344.1 (Federal Labor Standards Compliance in
Housing and Community Development Programs), as applicable.
SECTION 24. SPECIAL CONDITIONS
(A) Release of Funds. The CCCIC shall not release any funds for any costs incurred
by Glenoak under this Agreement until the CCCIC has received certification from
Glenoak that its fiscal control and fund accounting procedures are adequate to assure
the proper disbursal of and accounting for funds provided under this Agreement. The
CCCIC shall specify the content and form of such certification.
(B) Affordability Requirements. Funds provided under this Agreement must meet the
affordability requirements of the federal HOME rules for a period of five (5) years from
the date of completion of the rehabilitation, such date of completion presently unknown
but anticipated to be no later than June 30, 2009. Furthermore, at least 20% of the
units rehabilitated with funds received under this Agreement must meet federal Section
8 Low Rent limits established by federal law, if applicable to this Project. Glenoak
agrees to repay all HOME funds governed by this Agreement if the Project fails to com-
ply or ceases to comply with the affordability requirements set forth in this Agreement, in
the Covenant of Affordability, and by federal law. The affordability requirements must
continue to be met throughout the term of the Agreement and are binding upon the
successors, assigns, and transferees of the Project as required by 24 CFR 92.254.
(C) Housing Quality Standards. Glenoak shall ensure that all parts of the Project
assisted with funds provided under this Agreement shall meet the requirements of 24
CFR 92.251.
(D) Affirmative Marketing. If required by the CCCIC, Glenoak shall adopt and submit
for the CCCIC's approval affirmative marketing procedures and requirements not later
than 30 days after the date this Agreement is executed. The affirmative marketing pro-
cedures and requirements shall include, but need not be limited to, those specified in 24
CFR 92.351. The CCCIC will assess the efforts of Glenoak during marketing of the
units by use of compliance certification or personal monitoring visit to the Project at
least annually. Where Glenoak fails to follow the affirmative marketing requirements,
corrective actions shall include extensive outreach efforts to appropriate contacts to
achieve the occupancy goals or other sanctions the CCCIC may deem necessary.
Glenoak must provide the CCCIC with an annual assessment of the affirmative mar-
keting program of the Project and its associated development. The assessment must
include:
Method used to inform the public and potential homebuyers about federal fair
housing laws and affirmative marketing policy. Glenoak's advertising vacant
units must include the equal housing opportunity logo or statement. Adver-
tising media must include newspaper, radio, television, brochures, leaflets, or
may involve simply a sign in a window. Glenoak may wish to use community
organizations, places of worship, employment centers, fair housing groups,
Page 13 of 18
housing counseling agencies, social service centers or medical service
centers as resources for this outreach.
Records describing actions taken by Glenoak to affirmatively market units and
records to assess the results of these actions. Glenoak must maintain a file
containing all marketing efforts (i.e., copies of newspapers ads, memos of
phone calls, copies of letters, etc.) to be available for inspection at least
annually by the CCCIC.
Glenoak shall solicit applications for vacant units from persons in the housing
market who are least likely to apply for the rehabilitated housing without
benefit of special outreach efforts. In general, persons who are not of the
race/ethnicity of the residents of the neighborhood in which the rehabilitated
building is location shall be considered those least likely to apply.
4. Glenoak shall maintain a listing of all homebuyers residing in each unit
through the end of the compliance period.
(F) Reversion of Assets. Upon termination of this Agreement, all funds remaining on
hand on the date of termination and all accounts receivable attributable to the use of
funds received under this Agreement revert to the CCCIC. Glenoak shall return these
assets to the CCCIC within seven (7) business days after the date of termination.
(G) Enforcement of Agreement. Glenoak shall provide the CCCIC with a legally en-
forceable Covenant of Affordability, meeting the requirements set out in the sample
Exhibit A of this Agreement., in order to enforce the affordability requirements of sub-
section B of this Section 24. Glenoak shall record the Covenant of Affordability, within
two business days of the final execution of this Agreement, in the real property records
of Nueces County (where the Project is located) and ensure the return of the original
document, duly certified as to recordation by the appropriate county official, to the
CCCIC.
(H) Flood Insurance. Funds provided under this Agreement may not be used in con-
nection with acquisition or rehabilitation of a development located in an area identified
by the Federal Emergency Management Agency (FEMA) as having special flood
hazards, unless the locality in which the site is located is participating in the National
Flood Insurance Program.
(I) Displacement, Relocation, and Acquisition. Glenoak must ensure that it has taken
all reasonable steps to minimize the displacement of persons (individuals, families, and
business and nonprofit organizations) as a result of a project assisted with funds pro-
vided under this Agreement. Glenoak must comply with the applicable provisions of 24
CFR 92.353.
Page 14 of 18
SECTION 25. INSURANCE
(A) Liability Insurance. Glenoak shall have in force throughout the term of this Agree-
ment comprehensive general liability insurance coverage with apersonal/bodily injury
endorsement in the minimum amount of $500,000 per person/$1,000,000 per occur-
rence and $100,000 for property damage arising out of each occurrence. The compre-
hensive general liability shall include a Contractual Liability endorsement. The insur-
ance policy must name the CCCIC as an additional insured. A certificate to that effect
must be provided to the CCCIC at least ten (10) days prior to start of construction.
(B) Fire and Extended Coverage. Glenoak shall have in force throughout the term of
this Agreement fire and extended coverage insurance in an amount sufficient to cover
the replacement cost of the Project. The insurance policy shall name the CCCIC as
loss payees using a standard loss payee clause. A certificate to that effect must be
provided to the CCCIC prior to the commencement of construction or rehabilitation of
the Project.
(C) Notice to CCCIC. Glenoak shall require its insurance policies to provide that the
General Manager of the CCCIC shall be given thirty (30) days advance written notice by
the insurer prior to cancellation, nonrenewal, or material change of the insurance
policies required by this Section 25. The insurer utilized by Glenoak is subject to ap-
proval of the CCCIC. Failure to maintain such insurance will be cause for the CCCIC to
take control of the Project funds and will cancel any claim that Glenoak may have to the
use of the Project or the Project funds.
(D) Glenoak shall provide the CCCIC with certificates of insurance reflecting all the
stated coverages and shall, upon request of the CCCIC, promptly provide the CCCIC
with copies of all such insurance policies.
(E) Right to Re-evaluate and Adjust Limits. The CCCIC, through its General Manager
or his designee, retains the right to re-evaluate the insurance requirements and adjust
the coverage limits, up or down, upon thirty (30) days written notice to Glenoak. Insur-
ance coverage limits may not be adjusted more frequently than once per year.
SECTION 26. ORAL AND WRITTEN AGREEMENTS
(A) All oral and written agreements between the parties to this Agreement, relating to
the subject matter of this Agreement, that were made prior to the execution of this
Agreement have been reduced to writing and are contained in this Agreement.
(B) The attachments enumerated and denominated below are made a part of this
Agreement and constitute promised performances by the Glenoak in accordance with
this Agreement:
1. Exhibit A, Sample Covenant of Affordability
Page 15 of 18
2. Exhibit B, Budget and Construction Schedule
3. Exhibit C, Other Applicable Laws and Regulations
4. Exhibit D, Certifications
SECTION 27. JURISDICTION AND VENUE
By agreement of the parties, the laws of the State of Texas apply to any dispute arising
under this Agreement. For purposes of litigation pursuant to this Agreement, venue lies
in Corpus Christi, Nueces County, Texas, where this Agreement was entered into and
will be performed.
SECTION 28. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
Glenoak shall comply with all federal, State, and local laws, statutes, ordinances, rules,
and regulations and with the orders and decrees of any court, administrative body, or
tribunal related to the activities and performances of Glenoak under this Agreement.
Upon request by the CCCIC, Glenoak shall furnish satisfactory proof of its compliance
with this section of the Agreement.
SECTION 29. REMEDIES
It is expressly understood and agreed by the parties to this Agreement that any right or
remedy provided for in this Section 29 or in any other provision of this Agreement will
not act to preclude the exercise of any other right or remedy provided under this
Agreement or under any provision of law, nor shall any action taken in the exercise of
any right or remedy be deemed a waiver of any other rights or remedies. Failure to
exercise any right or remedy under this Agreement does not constitute a waiver of the
right to exercise that or any other right or remedy at any time.
(EXECUTION PAGES FOLLOW)
Page 16 of 18
Executed in duplicate originals this 0~ day of
ATTEST:
Armando Chapa
Secretary
2008.
Corpus Christi Community Improvement
Corporation
G rge K. Noe
General Manager
ACKNOWLEDGMENTS
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OFNUECES §
This instrument was acknowledged before me on th day of , 2008,
by George K. Noe, General Manager of the Corpus risti Commu It Improvement
Corporation, on behalf of the corporation.
Qom/
NOTARY PUBLIC, State of Texas
~~ C AUTN~~U~RI[ty
BT Cdtl19fIL _ ~~ ~ :.l.~.
CFrfF7pRv
,~""" (xNINIEPARKB
i*~~~ MYCOMMI9810NE%PIRE8
-'~7,~,,'. NovemAerA,20N
Page 17 of 18
a ~
SUBRECIPIENT: HCS 309, LLC, a Texas limited liability company, doing business
as 911 Glenoak Apartments
By: TG 110, Inc., a Texas nonprofit corporation, as sole member of HCS
309, LLC
~ ~ ~sc(~` G~~ 2 °O~
Executive Director Date
ACKNOWLEDGMENTS
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Thi nstrument was acknowledged before me on the ~ day of J un , 2008,
by ~~ ~ie.r"'~' N~. P; e.°~-~ , as Executive Director of TG 110, Inc.,
a Texas nonprofit corporation, as the sole member of HCS 309, LLC, a Texas limited
liability company, on behalf of the company.
~~
3`~°°~~~f fel ~~ NoteNRPubIiCYS ete of Texas
NOT Y PUBLIC, State of Texas
i,~ My Commisslon Expires
'~'%~H>~• Morch 09, 2011
Page 18 of 18
EXHIBIT A
COVENANT TO BIND PROPERTY FOR PERIOD OF AFFORDABILITY
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Pursuant to agreements entered into between the Corpus Christi Community
Improvement Corporation ("CCCIC") and HCS 309, LLC, doing business as 911
Glenoak Apartments ("Glenoak"), executed In January, 2007 (Phase I, with project
completion anticipated to have occurred February 28, 2008, but remaining incomplete
as of the date of execution of this instrument) and in June, 2008 (Phase II, with project
completion anticipated to occur by June 30, 2009), which agreements are both in-
corporated in this instrument by reference as if fully set out herein ("Agreements"),
Glenoak accepted federal funds, in conjunction with the United States Department of
Housing and Urban Development's Home Investment Partnership Program ("HOME
Program") administered by the CCCIC, for rehabilitation of the following property:
Lot 1, Block A, of Waldron Heights Subdivision, a subdivision
in the City of Corpus Christi, Nueces County, Texas, as
shown by the map or plat of record found in Volume 37,
page 158, of the Map Records of Nueces County, Texas;
and being 5.861 acres, more or less, out of Lots 7 and 8,
Section 50, Flour Bluff and Encinal Farm and Garden Tracts,
in Nueces County, Texas, as shown by the map recorded in
Volume A, Pages 41-43, of the Map Records of Nueces
County, Texas, and commonly known by its street address
of 711 Glenoak Drive, located in Corpus Christi, Nueces
County, Texas (hereinafter referred to as the "Property").
Pursuant to the terms, conditions, and covenants contained within the Agree-
ments, as owner of the Property and in consideration of receiving the federal funds,
Glenoak agrees to bind the Property with the affordability requirements specified in Title
24, Part 92.252, of the United States Code of Federal Regulations, for a period of not
less than five (5) years from the date of completion of the rehabilitation project on the
Property, such date of completion presently unknown but anticipated to be June 30,
2009.
This instrument constitutes a covenant running with the land and binds all
successors, assigns, and transferees of the Property, such Property being subject to
this instrument.
, „ ~
HCS 309, LLC, doing business as 911 Glenoak Apartments
By: TG 110, Inc., as sole member of the company
~~~~
Date: G ~~~~8'
STATE OF TEXAS §
COUNTY OF NUECES §
Subscribed to and sworn before me this ~$ day of~ un e_ , 2008,
by (~; ~6p.r~ M ~ ~ P C.. ,Executive Director of TG 110, Inc.,
a Texas corporation, as sole member of HCS 309, LLC, a Texas limited liability
company, on behalf of the company.
,~~~~,,,
oaq~pf~^ LAURISA LYNN BAKLIK
e~+°'~ ° Notary Public, State of Texas
,y.~.~ ~ My Commission Expires Nota UbIIC, S ate o exas
~.;;~:1~~,`,. Match 09, 2011
AFTER RECORDING, RETURN TO:
Corpus Christi Community Improvement Corporation
Attn: General Manager
P. O. Box 9277
Corpus Christi, Texas 78469-9277
' EXHIBIT B
PRELIMINARY BUDGET & CONSTRUCTION SCHEDULE
FY and Funds Program: FY20071 HOME
Project Name: GLEN OAK APARTMENTS PHASE II
Organization: HCS 309. LLC (TG 110, Inc. -Sole Memberl
Total Project Cost: 250 000
PRELIMINARY BUDGET
Proiect Financial Resources:
(Funds available to complete your project)
AMOUNT
Fund A ....................................................................... $ 0
• Fund B ....................................................................... $ 0
• FY 2007 HOME Funding ................................................... $ 250,000
Other...(Specify) ........................................................... $ 0
TOTAL FUNDS AVAILABLE FOR PROJECT ............................... $ 250.000
Estimated Expenses:
(List estimated expenses to complete vour proiectl such as'
AMOUNT
• Acquisition $ 0
• Advertising, Printing, Etc .......................................... $ 0
• AIE Professional Fees ............................................... S 7,000
Construction Cost ...................................................... $ 278,000
Contingencies ............................................................ $ 10,000
• Other: (Specify)...Housing Consultant /Closing Costs Legal. $ 75.000
TOTAL PROJECT COST ................................................... $ 250.000
(Funds needed for the Proiect)
NOTE• The "total funds available for the Proiect" shall be equal to the "total project cost."
PRELIMINARY CONSTRUCTION SCHEDULE
(Projected dates for completion of key project phases)
PROJECTED DATE
• Land Acquisition(if applicable) ....................................... NA
• Selection of Architect/Engineer (A/E) services .................. Done
• Selection of Housing Consultant Done
• Design and Bid Documents completed ............................ 08/01/2007
• Award Bid and Construction Contract ............................. 8/01/2007
• Commencement of Construction .................................... 04/2008
Construction at 100% Completion ................................... .. 1012008
( N ~
EXHIBIT C
OTHER FEDERAL REQUIREMENTS
Glenoak shall comply with all federal, state, and local laws and regulations
applicable to the activities and performances rendered by Glenoak under this Agreement
including, but not limited to, the laws and the regulations specified in Sections I through
VI of this Exhibit C, as follows:
I. CIVIL RIGHTS
The Fair Housing Act (42 U.S.C. 3601-20) and implementing regulations at 24 CFR Part 100;
Executive Order 11063, as amended by Executive Order 12259 (3 CFR, 1958-1963 Cornp.,
p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing) and implementing
regulations at 24 CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d)
(Nondiscrimination in Federally Assisted Programs) and implementing regulations issued
at 24 CFR Part 1;
Executive Order 11063, as amended by Executive Order 12259, and 24 CFR Part 107,
"Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063."
The failure or refusal of Glenoak to comply with the requirements of Executive Order
11063 or 24 CFR Part 107 shall be a proper basis for the imposition of sanctions
specified in 24 CFR 107.60;
The prohibitions against discrimination on the basis of age under the Age Discrimination
Act of 1975(42 U.S.C. 6101-07) and implementing regulations at 24 CFR Part 146, and
the prohibitions against discrimination against handicapped individuals under section 504
of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24
CFR Part 8;
The requirements of Executive Order 11246 (3 CFR 1964-65, Comp., p. 339) (Equal
Employment Opportunity) and the implementing regulations issued at 41 CFR Chapter
60;
The requirements of Executive Orders 11625 and 12432 (concerning Minority Business
Enterprise), and 12138 (concerning Women's Business Enterprise). Consistent with
HUD's responsibilities under these Orders, each applicant must make efforts to
encourage the use of minority and women's business enterprises in connection with
HOME funded activities. Glenoak must prescribe procedures acceptable to the CCCIC to
establish activities to ensure the inclusion, to the maximum extent possible, of minorities
and women, and entities owned by minorities and women. Glenoak will be required to
identify contracts which have been bid by minority owned, women owned, and by small
disadvantaged businesses;
r '~'
EXHIBIT C
Page 2 of 3
The Age Discrimination Act of 1975 (42 U.S.C. §6101 et seq.); and
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C., Section 794) and "Nondiscrimination
Based on Handicap in Federally-Assisted Programs and Activities of the Department of Housing
and Urban Development", at 24 CFR Part 8. By signing this Agreement, Glenoak understands
and agrees that the activities funded herein shall be operated in accordance with 24 CFR Part 8;
and the Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 et. seq.), including the
use of a telecommunications device for deaf persons (TDDs) or equally effective
communication system.
II. LEAD-BASED PAINT
Title IV of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec. 4831).
III. ENVIRONMENTAL STANDARDS
Environmental Review Procedures for Title I Community Development Block Grant
Programs, 24 CFR Part 58, as amended in 47 Fed. Reg. 15750 (April 12, 1982);
National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.) and 40 CFR
Parts 1500-1508;
The National Historic Preservation Act of 1966 (16 U.S.C. Sec. 470 et. seq.) as amended;
particularly Section 106(16 U.S.C. Sec. 470f);
Executive Order 11593, Protection and Enhancement of the Cultural Environment, May
13, 1971(36 Fed. Reg. 8921), particularly Section 2(c);
The Reservoir Salvage Act of 1960 (16 U.S.C. Sec. 469 et seq.), particularly Section 3
(16 U.S.C. Sec. 469a-1), as amended by the Archeological and Historic Preservation Act
of 1974;
Flood Disaster Protection Act of 1973, (42 U.S.C. Sec. 4001 et. seq.) as amended,
particularly Sections 102(a) and 202(x) (42 U.S.C. Sec. 4012a (a) and Sec. 4106(a));
Executive Order 11988, Floodplain Management, May 24, 1977 (42 Fed. Reg. 26951),
particularly Section 2(a);
EXHIBIT C
Page 3 of 3
Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 Fed. Reg. 26961),
particularly Sections 2 and 5;
The Coastal Zone Management Act of 1972 (16 U.S.C. Sec. 1451 et seq.) as amended,
particularly Section 307(c) and (d) (16 U.S.C. Sec. 1456(c) and (d));
The Safe Drinking Water Act of 1974 (42 U.S.C. Sec. 201. 300(f) et seq.) and (21 U.S.C.
Sec. 349) as amended, particularly Section 1424 (e) (42 U.S.C. Sec. 300h-303(e));
The Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.) as amended,
particularly Section 7 (16 U.S.C. Sec. 1536);
The Wild and Scenic Rivers Act of 1968 (16 U.S.C. Sec. 1271 et seq.) as amended,
particularly Sections 7(b) and (c) (16 U.S.C. Sec. 1278(b) and (c));
The Clean Air Act (41 U.S.C. Sec. 7401 et seq.) as amended, particularly Sections 176(c)
and (d) (42 U.S.C. Sec. 7506(c) and (d)):
Farmlands Protection and Policy Act of 1981 (7 U.S.C. Sec. 4201 et seq.); and
24 CFR Part 51, Environmental Criteria and Standards.
IV. ACQUISITION/RELOCATION
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C., Sec. 4601 et. seq.), 49 CFR Part 24, and 24 CFR Section 570.496a (55 Fed.
Reg. 29309 (July 18, 1990)).
,, „
EXHIBIT D
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or an employee of any agency, a
member of congress, an officer or employee of congress, or an employee of a member of congress
in connection with the awarding of any federal contract, the making of any federal grant, the making
of any federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of congress,
an officer or employee of congress, or an employee of a member of congress in connection with this
federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit
with this a Standard Form-11, "Disclosure Form to Report Lobbying," in accordance with its
instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
Sign ure
~/.C Ol'.eaT"~ / /t 71~t
Print Name of Authorized Individual
G zs-o~s
Date
HCS 309, LLC, doing business as 911 Glenoak Apartments, by TG 110, Inc., as sole
member of HCS 309, LLC, on behalf of the company
Organization Name