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HomeMy WebLinkAboutC2008-480 - 9/9/2008 - NAFY08 HOME FUNDING AGREEMENT CHARLIE'S PLACE STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL BY THESE PRESENTS: SECTION 1. PARTIES TO AGREEMENT (A) This agreement ("Agreement") is made and entered into by and between the Cor- pus Christi Community Improvement Corporation, a nonprofit corporation organized under the laws of the State of Texas ("CCCIC"), and the Coastal Bend Alcohol & Drug Rehabilitation Center doing business as Charlie's Place, a nonprofit corporation organized under the laws of the State of Texas ("Charlie's Place"). (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 otherwise specifically provided by the terms of this Agreement. SECTION 3. GRANT FUNDS (A) The CCCIC agrees to grant Charlie's Place $100,000 of federal HOME funds subject to the conditions in this Agreement. (B) Charlie's Place shall execute a covenant to bind the property for a period of twenty (20) 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 fully-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, incorporated 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 Charlie's Place's completion of the terms and provisions contained in this Agreement. SECTION 4. CHARLIE'S PLACE'S PERFORMANCE 2008-480 rust be used by Charlie's Place as down payment toward the 09/09/08 sated at 5501 IH-37 @ McBride Lane, Corpus Christi, Nueces CCCIC (B) Charlie's Place, in consideration of being granted the funding, agrees to continue to operate this Project to provide transitional 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"), if applicable to this Project. (D) Charlie's Place 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) Charlie's Place agrees to acknowledge the sponsorship of the CCCIC at any event promoting the project or any other project sponsor. (F) Charlie's Place shall perform all activities in accordance with the terms of the assurances, certifications, and all other statements made by Charlie's Place 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 Charlie's Place during the Agreement period for performances rendered under this Agreement by Charlie's Place, 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 meet the CCCIC's liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, the CCCIC shall notify Charlie's Place in writing within a reasonable time after such fact is determined, and the CCCIC shall then terminate this Agreement and will not be liable for failure to make payments to Charlie's Place under this Agreement. (C) The CCCIC shall not be liable to grant Charlie's Place money for any costs incurred by Charlie's Place that 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. Page 2 of 18 (D) The CCCIC shall not be liable to grant Charlie's Place money for any costs incurred by the Charlie's Place or any performances rendered by Charlie's Place which are not strictly in accordance with the terms of this Agreement. (E) The CCCIC shall not be liable to grant Charlie's Place money for costs incurred or performances rendered by Charlie's Place 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 and all other applicable federal regulations. Charlie's Place 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 resulting 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 Charlie's Place's full and satisfactory performance of its obligations under this Agreement. The CCCIC reserves the right to recapture un- expended funds provided under this Agreement in the event the CCCIC determines that Charlie's Place 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) Charlie's Place must comply with all federal regulations including, but not limited to, applicable 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) Charlie's Place shall adhere to and comply with the administrative procedures and reporting requirements of the Performance Measurement System utilized by represen- tatives of the CCCIC in order to facilitate the collection and reporting of HOME-based funding data. (C) Charlie's Place 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. Charlie's Place shall provide reports of program income as requested by representatives of the CCCIC and at the termination of this Agreement. (D) If applicable to the Project, all program income must be reinvested by Charlie's Place 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. Page 3 of 18 SECTION 8. RETENTION AND ACCESSIBILITY OF RECORDS (A) Charlie's Place must establish and maintain those records listed under 24 CFR 92.508 and other records as may be determined by CCCIC. (B) Charlie's Place 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 belonging to or in use by Charlie's Place pertaining to this Agreement. Such rights to access shall continue as long as the records are retained by Charlie's Place. Charlie's Place agrees to maintain such records in an accessible location. (C) All records pertinent to this Agreement shall be retained by Charlie's Place 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) Charlie's Place shall include the substance of this Section 8 in all subcontracts. (E) Charlie's Place 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 ~~harlie's Place 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. Charlie's Place 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 Charlie's Place 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 Page 4 of 18 all payments otherwise due or requested by Charlie's Place, 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 Charlie's Place. (C) Acknowledgment of Funding Source. Charlie's Place shall give credit to the CCCIC as the Project funding source in all presentations, written documents, publicity and advertisements 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. Charlie's Place shall attend a preconstruction meeting prior to the first construction draw. After each monitoring visit, the CCCIC shall provide Charlie's Place with a written report of the monitor's findings. If the monitoring reports note deficiencies in Charlie's Place's performances under the terms of this Agreement, the monitoring report will include requirements for the timely correction of the deficiencies by Charlie's Place. Failure by Charlie's Place 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 Charlie's Place as an independent contractor, and that Charlie's Place, 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 asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by Charlie's Place under this Agreement. SECTION 12. INDEMNIFICATION (A) Charlie's Place 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, liabilities, 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 Charlie's Place or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the Project being acquired pursuant to this Agreement or when any such injury or damage is the result, proximate or remote, of the violation by Page 5 of 18 Charlie's Place or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees 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 Charlie's Place, 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 acquisition of the Project, design of the rehabilita- tion, modification, or construction of the Project, the bidding process, actual rehabilitation, modification, or construction of the Project, administration of the construction contracts by Charlie's Place, 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 Charlie's Place, failure of-the rehabilitation, modification, or construction of the Project to work as designed, failure of any contractor, subcontractor, or manufacturer to honor its warranties, or failure of Charlie's Place to maintain the Project. (B) These terms of indemnifications are effective upon the date of final execution of this Agreement survive the earlier termination and expiration of this Agreement and apply whether the injury or damage may result from the contributory negligence or concurrent negligence of Indemnities but not if the damage or injury may result from the gross negligence or willful misconduct of Indemnitees. (C) Charlie's Place covenants and agrees that, should the Indemnitees or any of them individually be made a party to any litigation against Charlie's Place or in any litigation commenced by any party relating to this Agreement and the construction or rehabilitation of the Project contemplated under this Agreement, Charlie's Place 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) Charlie's Place, for and in consideration of the Indemnitees' participation in this Agreement, hereby agrees and covenants that Charlie's Place will never institute any suit or action at law against the Indemnitees related to the performance by any party under this Agreement nor institute, prosecute, or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for Page 6 of 18 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, Charlie's Place may not subcontract for performances described in this Agreement without obtaining CCCIC's prior written approval. Charlie's Place shall only subcontract for performances described in this Agreement to which the federal labor standards requirements apply after Charlie's Place has submitted a Subcontractor Eligibility form, as specified by the CCCIC, for each such proposed subcontract, and Charlie's Place has obtained the CCCIC's prior written approval, based on the information submitted, of Charlie's Place's intent to enter into such proposed subcontract. Charlie's Place, in subcontracting for any performances de-scribed in this Agreement, expressly understands that, in entering into such subcontracts, the CCCIC is not in any manner liable to Charlie's Place's subcontractor(s). (B) In no event may any provision of this Section 13, specifically, the requirements that Charlie's Place obtain the CCCIC's prior written approval of a subcontractor's eligibility, be construed as relieving Charlie's Place 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 Charlie's Place. The CCCIC's approval of a subcontractor's eligibility under this Section 13 does not constitute adoption, ratification, or acceptance of Charlie's Place's or the subcontractor's performance. 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 Charlie's Place's full compliance with the terms of this Agreement. (C) Charlie's Place shall comply with all applicable federal, state, and local laws, regulations, and ordinances when making procurements under this Agreement. SECTION 14. CONFLICT OF INTEREST Charlie's Place shall ensure that no person who (1) is an employee, agent, consultant, officer or elected or appointed official of Charlie's Place 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 interest 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. Charlie's Place shall ensure compliance with applicable provisions under 24 CFR 92.356 and OMB Circular A-110 in the procurement of property and services. Page 7 of 18 SECTION 15. NONDISCRIMINATION (A) Charlie's Place 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. SECTION 16. LEGAL AUTHORITY (A) Charlie's Place assures and guarantees that Charlie's Place possesses the legal authority to enter into this Agreement, receive funds authorized by this Agreement, and to perform the services Charlie's Place has obligated itself to perform under this Agreement. (B) The person or persons signing and executing this Agreement on behalf of Charlie's Place, or representing themselves as signing and executing this Agreement on behalf of Charlie's Place, do hereby warrant and guarantee that he, she, or they have been duly authorized by Charlie's Place to execute this Agreement on behalf of Charlie's Place and to validly and legally bind Charlie's Place to all terms, performances, and provisions in this Agreement. (C) Charlie's Place 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 Charlie's Place is debarred, suspended, proposed for debarment, or is determined to be ineligible from participating in the HOME Program. Page 8 of 18 SECTION 17. LITIGATION AND CLAIMS Charlie's Place shall give the CCCIC immediate notice in writing of: (i) any action, including any proceeding before an administrative agency filed against Charlie's Place in connection with this Agreement; and (ii) any claim against Charlie's Place, the cost and expense of which Charlie's Place may be entitled to be reimbursed by the CCCIC. Except as otherwise directed by the CCCIC, Charlie's Place shall furnish immediately to the CCCIC copies of all pertinent papers received by Charlie's Place 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 Charlie's Place, 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 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 requirements 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 Charlie's Place, 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 Charlie's Place 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 Charlie's Place 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. Page 9 of 18 (D) Charlie's Place 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 Exhibit B. Ten days prior to award of any funds pursuant to this Agreement, Charlie's Place 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 Charlie's Place fails to comply with any terms of this Agreement, the CCCIC may, in accordance with 24CFR 85.43 and upon written notification to Charlie's Place, suspend this Agreement in whole or in part and withhold further payments to Charlie's Place, and prohibit Charlie's Place 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 Charlie's Place 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: Temporary withhold cash payments pending correction of the deficiency by Charlie's Place or take more severe enforcement action against Charlie's Place. 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 Charlie's Place's Project. 4. Withhold further HOME awards from Charlie's Place. 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 Charlie's Place. SECTION 21. AUDIT (A) Unless otherwise directed by the CCCIC, Charlie's Place shall arrange for the performance of an annual financial and compliance audit of funds received and Page 10 of 18 performances rendered under this Agreement, subject of the following conditions and limitations: Charlie's Place 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 Charlie's Place receives more than $300,000 in federal financial assistance provided by a federal agency in the form of grants, agreements, loans, loan guarantees, property, copperative 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 Charlie's Place, each audit required by this section may cover either Charlie's Place's entire operations or each department, agency, or establishment of Charlie's Place which received, expended or otherwise administered federal funds. Notwithstanding Section 5(a)(4), Section 5(a)(5), and Section 6 of this Agree- ment, Charlie's Place may utilize funds budgeted under this Agreement to pay for that portion of the cost of such audit services properly allocable to the activities funded by the 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 Charlie's Place. 4. Unless otherwise specifically authorized by the CCCIC in writing, Charlie's Place 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. 5. As part of its audit, Charlie's Place 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. Charlie's Place agrees to permit the CCCIC or its authorized representative to audit Charlie's Place'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, Charlie's Place shall provide an annual audit to the CCCIC of funds received in performance of this Agreement. (C) Charlie's Place 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. Charlie's Place further understands and agrees that reimbursement to the CCCIC of such disallowed costs shall be paid by Charlie's Place from funds which were not provided or otherwise made available to Charlie's Place under this Agreement. Page 11 of 18 (D) Charlie's Place 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 Charlie's Place. (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) Charlie's Place 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 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 Charlie's Place under this Agreement until the CCCIC has received certification from Charlie's Place 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 for acquisition of affordable housing must meet the affordability requirements of the federal HOME rules for a period of ten (10) years from the date of completion of the acquisition, such date of completion presently unknown but anticipated to be no later than June 30, 2009. Under this Agreement, a total of four (4) Project units must be designated as HOME- assisted floating units and be utilized by Charlie's Place at all times in full compliance with applicable federal HOME regulations. Furthermore, at least 20% of the units acquired with funds received under this Agreement must meet federal Section 8 Low Rent limits established by federal law, if applicable to this Project. Charlie's Place agrees to repay all HOME funds governed by this Agreement if the Project fails to comply 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 Page 12 of 18 binding upon the successors, assigns, and transferees of the Project as required by 24 CFR 92.254. (C) Housing Quality Standards. Charlie's Place 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, Charlie's Place 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 Charlie's Place during marketing of the units by use of compliance certification or personal monitoring visit to the Project at least annually. Where Charlie's Place 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. Charlie's Place 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. Charlie's Place'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. Charlie's Place may wish to use community organizations, places of worship, employment centers, fair housing groups, housing counseling agencies, social service centers or medical service centers as resources for this outreach. 2. Records describing actions taken by Charlie's Place to affirmatively market units and records to assess the results of these actions. Charlie's Place 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. 3. Charlie's Place 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. Charlie's Place 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. Charlie's Place shall return these assets to the CCCIC within seven (7) business days after the date of termination. Page 13 of 18 (G) Enforcement of Agreement. Charlie's Place shall provide the CCCIC with a legally enforceable 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. Charlie's Place shall record the Covenant of Affordability, within ten business days of the acquisition of the Project 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 ofi 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. Charlie's Place 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. Charlie's Place must comply with the applicable provisions of 24 CFR 92.353. SECTION 25. INSURANCE (A) Liability Insurance. Charlie's Place shall have in force throughout the term of this Agreement comprehensive general liability insurance coverage with apersonal/bodily injury endorsement in the minimum amount of $500,000 per person/$1,000,000 per occurrence and $100,000 for property damage arising out of each occurrence. The comprehensive general liability shall include a Contractual Liability endorsement. The insurance 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 the commencement of construction or rehabilitation of the Project, whichever is applicable. (B) Fire and Extended Coverage. Charlie's Place 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 at least ten (10) days prior to r to the commencement of con- struction or rehabilitation of the Project, whichever is applicable. (C) Notice to CCCIC. Charlie's Place 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 Charlie's Place is subject to approval of the CCCIC. Failure fo maintain such insurance will be cause for the CCCIC to take control of the Project funds and will cancel any claim that Charlie's Place may have to the use of the Project or the Project funds. Page 14 of 18 (D) Charlie's Place 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 Charlie's Place. Insurance 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 Charlie's Place in accordance with this Agreement: 1. Exhibit A, Sample Covenant of Affordability 2. Exhibit B, Budget and Construction Schedule 3. Exhibit C, Other Applicable Laws and Regulations 4. Exhibit D, Certification Regarding Lobbying 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 Charlie's Place 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 Charlie's Place under this Agreement. Upon request by the CCCIC, Charlie's Place 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 Page 15 of 18 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 //~~ 1 Executed in duplicate originals this "1 ~'` day of ~ , 2008. ATTEST: Arm ndo Chapa Secretary Corpus Christi Community Improvement Corporation ~~Fl~ g R. Escobar cting General Manager ACKNOWLEDGMENTS STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on the~,day of DCC:2-GYI.('1c-Y , 2008, by 'Angel R. Escobar, Acting General Manager of the Corpus Christi Community Improvement Corporation, on behalf of the corporation. _ HOLLYHOUGHrON s MY COMMISSpN EMPIRES Septem6er24,2012 UW ~ w IA G..t7~ NOTARY BLIC, to of Texas ~_~~ ~ ~_ _ ., AU I HUKIU. ~r ~o~~~l~..__ 9:.9.x.°~ SECRfTAR~~ Page 17 of 18 SUBRECIPIENT: COASTAL BEND ALCOHOL & DRUG REHABILITATION CENTER doing business as CHARLIE'S PLACE G Ex a q~ ector Date ACKNOWLEDGMENTS STATE OF TEXAS § § KNOW ALL BY THESE- PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on the 3 day of~tcern be r', 2008, by L2vr• , h w-n , as Executive Director of Coastal Bend Alcohol & Drdg Rehabilitation Center doing business as Charlie's Place, a Texas nonprofit corporation, on behalf of the "°"' e~;.n,rp';4' LAURISA LYNN BAKLIK . •:' Notary Public, State of Tezas y;, 5 ~ My Commission Expires March 09 2D11 a ~~„ , 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 an agreement entered into between the Corpus Christi Community Improvement Corporation ("CCCIC") and the Coastal Bend Alcohol & Drug Rehabili- tation Center, doing business as Charlie's Place ("Charlie's Place"), executed by Charlie's Place on the date shown below, which agreement is incorporated in this instrument by reference ("Agreement"), Charlie's Place 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 acquisition of the following property: Lot 1 (One), West Park Addition, a subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof recorded in Vol. 47, Page 25, of the Map Records of Nueces County, Texas, and commonly known by its street address of 5501 Interstate Hwy. 37 @ McBride Lane, located in Corpus Christi, Nueces County, Texas (hereinafter referred to as the "Property"). Pursuant to the terms, conditions, and covenants contained within the Agreement, as owner of the Property and in consideration of receiving the funds, Charlie's Place agrees to bind the Property with the affardability requirements specified in Title 24, Part 92.252, of the United States Code of Federal Regulations, for a period of not less than ten (10) years from the date of completion of the acquisition of the Property, such date of acquisition presently unknown but anticipated to be on or about December 15, 2008. 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. (EXECUTION PAGE FOLLOWS) COASTAL BEND ALCOHOL & DRUG REHABILITATION CENTER doing business as CHARLIE'S PLACE Si re Title' .~~r,-r. //.'/'t c ~o ~ •~ , Date: /~ ~? ~r3 ~ STATE OF TEXAS § COUNTY OF NUECES § Subscribed to and sworn before me this ~ day of e,m , 2008, by ~~Qrrs~,~~htmn as the C (title) of the Coastal Bend Alcohol & Drug Rehabilitation Center, a Texas nonprofit corporation, doing business as Charlie's Place. ,~~~,. 3a~;q~r~~.,, LAURISA LYNN BAKLIK _.~• ~~ Notary Puhlic, 5tsto of Texas Notary ublic, State of xas My Commission Expiros %y ':~f ;L~: March 09, 2011 AFTER RECORDING RETURN TO: ATTN: Administrator, Community Development Office Corpus Christi Community Improvement Corporation P. O. Box 9277 Corpus Christi, Texas 78469-9277 EXHIBIT B Coastal Bend and Alcohol Drug Abuse Council dba Charlie's Place Address: 5501 IH 37 at McBride Preliminarv Amended Budaet FY2007 CDBG budget & FY2008 HOME budget Purchase price of building $3,150,000* Renovations 51,000,000 Total project budget $4,150,000 CDBG funds $40,000* HOME funds $100,000* * CDBG/HOME funds will be used for initial down payment for purchase of facility as approved by City Council (081908) and the CCCIC (090908). Other funding for the purchase will come from Charlie's Place ($16K as proposed in the FY2008 CDBG application) and other sources with a mortgage note for the difference or gap financing part of the transaction. Preliminarv Schedule Date Pro ress Ma 2008 Be an ne otiations for urchasin facilit June - Au ust 2008 Com leted due dili ence hase of urchase August 19, 2008 City Council approved change of scope of work from rehabilitation to acquisition of ro ert for CDBG fundin September 9, 2008 The Corpus Christi Community Improvement Corporation (CCCIC) approved change of scope of work from rehabilitation to ac uisition of ro ert for HOME fundin Se tember 2008 Ne otiations sto ed October 2008 Ne otiations resumed at lower rice October 2008 Contract escrowed with Stewart Title November 17 2008 Closin date for ro ert December 2008 Renovations be in June 2009 Renovations com leted June - Au ust 2009 Licensin of facilit Se tember 2009 Move into new facilit EXHIBIT C OTHER FEDERAL REQUIREMENTS Charlie's Place shall comply with all federal, state, and local laws and regulations applicable to the activities and performances rendered by Charlie's Place under this Agreement including, but not limited to, the laws and the regulations specified in Section I through VI of this Exhibit C. L 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 Charlie's Place 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. Charlie's Place 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. Charlie's Place will be required to identify contracts which have been bid by minority owned, women owned, and by small disadvantaged businesses; 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, Charlie's Place 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(a) (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 grid 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. Signat r Date Print Name of l~6f1; ~s ~~~-e Organization Name