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HomeMy WebLinkAboutC2009-477 - 10/27/2009 - ApprovedAFFORDABLE HOUSING PROJECT AGREEMENT HABITAT FOR HUMANITY -- CORPUS CHRISTI, INC. - NEW HOME CONSTRUCTION This Affordable Housing Project Agreement ("Project Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation"), the City of Corpus Christi ("City"), and Habitat For Humanity -- Corpus Christi, Inc. ("Grantee"). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979) empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long- as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council"), and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Board of Directors ("Board"); WHEREAS, the Board issued a request for proposals for affordable housing projects; WHEREAS, Grantee submitted a proposal to the Board to request funds for the construction of four new homes over a one year period in the City's Model Block Area for low income homebuyers; WHEREAS, the Board has determined that it is in the best interests of the residents of the City of Corpus Christi that affordable housing funds be awarded, by execution of this Project Agreement, to accomplish the affordable housing project described in this agreement and in Grantee's proposal, which has been verbally modified to provide for the construction of 4 homes during this fiscal year; In consideration of the covenants, promises, and conditions stated in this Project Agreement, the Corporation, Grantee, and the City agree as follows: 1. Project Agreement to Implement Affordable Housing Project. This Project Agreement between the Corporation, the City, and Grantee is executed to implement the promotion and development of an affordable housing project proposed by Grantee 2009-477 page 1 of 11 Res. 028381 10/27/09 ies 10122009.doc Habitat for Humanity - CC in response to the Board's request for proposals ("Project Response"). The Project Response submitted by Grantee, entitled "Habitat for Humanity New Home Construction" ("Project") is attached to this Project Agreement as Exhibit A, and is incorporated in this Project Agreement by reference. 2. Effective Date. The effective date of this Project Agreement is the latest date on which a party to the Project Agreement is executes the this Project Agreement. ("Effective Date") 3. Expiration Date. This Project Agreement expires on July 31, 2010. 4. Services to be Provided by City. The City, through the City's City Manager or his designee ("City Manager"), administers the funding and performs contract administration responsibilities, as outlined in this Project Agreement, for the Corporation. 5. Services to be Provided by Grantee. a. Grantee shall construct four (4) new single-family homes for low or moderate income families. b. Each home constructed must be approximately 1,200 square feet depending on family size, with from two to three bedrooms. The number of bathrooms may range from one to two depending on the family needs. c. The cost of each house must range from $60,000 to $65,000. d. Grantee must offer two (2) different floor plans for the two and three bedroom homes. e. The houses are to be built in the City of Corpus Christi Model Block Program area or another revitalization designated neighborhood. f. Each homeowner must meet the qualifications in Exhibit 6. 6. Services to be Provided by Corporation. The Corporation will provide a grant of up to $37,500.00 toward the construction of each of four new homes, but the total granted may not exceed $150,000.00. 7. Documentation and Reports. a. Grantee shall maintain all documentation relating to the receipt and expenditure of the funds provided under this Project Agreement for a period of three years following the expiration of this Project Agreement or for such longer period as may be required by Federal or State law. b. Grantee shall provide access to all records, documents, reports, and audits, regarding the funded activity under this Project Agreement, during regular Page 2 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc business hours, for the purpose of inspection and copying by the City Manager. Furthermore, Grantee shall provide to the City Manager any information pertinent to this Project Agreement, as may be requested during the term of this Project Agreement. c. Grantee shall submit a performance report ("Quarterly Report") to the City and the Corporation at least once each quarter, and a complete performance report ("Final Report") within 30 days of the expiration of this Project Agreement. The Quarterly and Final Reports must contain all relevant details pertaining the development of the property and construction of the homes, to how the funds provided under this agreement were expended, and the qualifications of the new homeowners, and include any supporting documentation required to substantiate the written narrative contained in the reports. The reports must document: (1) Timelines for development of property and construction of homes. (2) Partnership agreements for construction of the homes. (3) Outstanding construction issues. 8. Amendments or Modifications. a. No amendments or modifications to this Project Agreement may be made, nor any provision waived., unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. b. The Corporation's Executive. Director and City Manager are authorized to execute minor amendments or modifications to this Project Agreement, by exchange of letters with the Grantee. The minor amendments and modifications may relate to the timing of performance and reporting, the scope of work to be performed, the number of homebuyers assisted, or the amount of assistance provided to each homebuyer. However, the minor amendments or modifications may not increase the amounts of money available to the Grantee under this Project Agreement. 9. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Agreement or the application of this Project Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Agreement that every section, paragraph, subdivision, clause, provision, phrase, and word of this Project Agreement be given full force and effect for its purpose. Page 3 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Agreement, then the remainder of this Project Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added #o this Project Agreement automatically. 10. Compliance with Laws. Grantee shall comply with all applicable Federal, State, and local government laws, rules, regulations, and ordinances which may be relevant to Grantee's performance under this Project Agreement. 11. Jurisdiction and Venue. a. This Project Agreement is governed by and must be construed under the laws of the State of Texas. b. All actions brought to enforce compliance with this Project Agreement must be brought in Nueces County, Texas, where this Project Agreement was entered into and must be performed. 12. Acknowledgment and Construction of Ambiguities. The parties expressly agree that each has independently read and does understand this Project Agreement. By Grantee's execution of this Project Agreement, Grantee agrees to be bound by the terms, covenants, and conditions contained in this Project Agreement. Any ambiguities in this Project Agreement may not be construed against the drafter. 73. /ndemnity. Grantee must fully indemnify and hold harmless the City of Corpus Christi, the Corpus Christi Business and Job Development Corporation, and their officers, employees, and agents (hereinafter, collectively "Indemnitees") from and against any and all liability, damage, loss, claims, demands, expenses, suits, and causes of action of any nature whatsoever on account of injury or damage to person (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims) or property loss or damage of any kind whatsoever which arise out of or are in any manner connected with, or are claimed to arise out of or be in any way connected with, either proximately or remotely, wholly or in part, any activities by Grantee, its officers, employees, agents, members, invitees, or independent contractors with respect to this Project Agreement or the Project that is the subject of this Project Agreement, regardless of whether such injuries, death, or damages are caused, or are claimed to be caused, by the contributory negligence of any of the In, demnitees, but not if caused by the sole negligence of the Indemnitees unmixed with the fault of any other person or entity. Grantee covenants Page 4 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc and agrees that if Indemnitees, or any of them, are made a party to any litigation against Grantee or in any litigation commenced by any party other than Grantee relating to this Project Agreement or Project, Grantee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend Indemnitees in all actions based thereon with legal counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. 14. Warranties.. Grantee warrants and represents to Corporation the following: a. Grantee is a duly organized, validly existing, and in good standing under the laws of the State of Texas, has all authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Grantee has the authority to enter into and perform, and will perform, the terms of this Project Agreement. c. Grantee has timely filed and will timely fife all local, State, and Federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Project Agreement. d. Grantee has received a copy of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, and acknowledges that the funds granted in this Project Agreement must be utilized solely for purposes authorized under State law and by the terms of this Project Agreement. e. If an audit determines that the funds were not used for authorized purposes, Grantee agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. f. The parties executing this Project Agreement on behalf of Grantee are duly authorized to execute this Project Agreement on behalf of Grantee. 15. Events of Default. The following events constitute a default of this Agreement: a. Failure of Grantee to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Project Agreement. b. The Corporation or City determines that any representation or warranty on behalf of Grantee contained in this Project Agreement or in any financial Page 5 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc statement, certificate, report, proposal, or opinion submitted to the Corporation in connection with this Project Agreement was incorrect or misleading in any material respect when made. c. Any judgment is assessed against Grantee or any attachment or other levy against the property of Grantee with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. d. Grantee makes an assignment for the benefit of creditors. e. Grantee files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes on property owed by Grantee become delinquent, and Grantee fails to timely and properly follow the legal procedures for protest or contest. g. Grantee changes the general character of its business as conducted on or following the date this Agreement is approved by the Corporation. 16. Notice of Default. Should the Corporation or City determine that Grantee is in default under the terms of this Agreement, the Corporation or City shall notify Grantee in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Grantee to cure the event of default. 17. Results of Uncured Default. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Grantee, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: a. Grantee shall immediately repay to Corporation, with interest at the interest rate paid by the City on its most recently issued general obligation bonds from date of expiration of Cure Period until fully paid, all funds not used under terms of this Project Agreement. b. Grantee shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. c. The Corporation shall have no further obligations to Grantee under this Project Agreement and this Project Agreement shall terminate. d. Neither the City nor the Corporation may be held liable for any consequential damages. e. The Corporation may pursue all remedies available under law. Page 6 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Project Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Project Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Project Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Project Agreement. c. Any waiver or indulgence of Grantee's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Grantee is in default in any of its conditions or covenants of this Project Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Project Agreement on account of the default. 19. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Grantee: Habitat for Humanity -Corpus Christi, Inc. Attn: Executive Director P.O. Box 3032 Corpus Christi, Texas 78463-3032 If to Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277' Page 7 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc c. Notice is effective upon deposit in the United States mail in the manner provided in subsection a of this section. 20. Incorporation of other documents. The Corpus Christi Business & Job Development Corporation 4a Board Affordable Housing Request for Proposals issued April 7, 2008, is incorporated into this Project Agreement. 21. Relationship of Parties. In performing this Agreement, the Corporation, Grantee, and the City shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 22. Nonassignment. Grantee may not assign, mortgage, pledge, or transfer this Project Agreement or any interest contained in this Project Agreement without the prior written consent of the other parties to this Project Agreement. 23. Non-discrimination. a. Grantee may not discriminate nor permit discrimination against any person or group of persons on the grounds of race, gender, disability, religion, age, or national origin in any manner prohibited by the laws of the United States or the State of Texas. b. The Corporation retains the right to take any action the United States or the State of Texas may direct to enforce this non-discrimination covenant. 24. Captions. The captions in this Project Agreement are for convenience only and are not a part of this Project Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Agreement. 25. Entire Agreement. This Project Agreement and the referenced and incorporated documents constitute the entire agreement between the Corporation, the City, and Grantee for the purpose stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Project Agreement, unless contained in this Project Agreement, are expressly revoked, as the parties intended to provide for a complete understanding, within the provisions of this Project Agreement and its referenced and incorporated documents, of the terms, conditions, promises, and covenants relating to the each party's required performance under this Project Agreement. Page 8 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc CORPUS CHRISTI BUSINESS & JOB DEVELOPMENT CORPORATION EI Salazar President Date f'~ ~ ~ - ~ ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § ~~ This instrument was acknowledged before me on ~~~~,~ ~ ~~_,,2.968' by Eloy Salazar, President, Corpus Christi Business & Job Development Corporation, a Texas. nonprofit corporation, on behalf of the corporation. NOTARIiOPUBLIC ~ d _ ~~ . ,,, ~w,, State of Texas ,~o<p"•"••"~+~ , •' ~+, H1pNIQUE TAMEZ LERMA * f 1 . , ~ ~ Notary Public STATE O t ~, ., -''r?~oF~+ "g''~ F TEXAS My Comm. Exp Ot-20-2013 . , Page 9 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc ATTEST: Armando Chapa City Secretary ~~~ Date APPROVED AS TO FORM: R. Jay ei 'ng First ssistant City Attorney for the City Attorney CITY OF CORPUS CHRISTI . ~av 'A el .Escobar Ci y Manager Date ` ~1:~..:.~...~..~ AUTH8RI2Ei~ ~ c~ul~cll. ~~~2~ I!1/IN ~. V~ ~~~~~ ~ Page 10 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc HABITAT FOR HUMANITY -- CORPUS CHRISTI, INC. Pegg pkins President /Q~~ ~/~ Date [Note: Secretary of State's office lists Lee Sloan as President, not Peggy Hopkins. She is listed as a Director. ACKNOWLEDGMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This instrument was acknowledged before me on ~, , 200, by Peggy Hopkins, President, Habitat For Humanity -- Corpus hristi, Inc. , a Texas Domestic Non-Profit Corporation, on behalf of the corporation. NOTA Y PUBLIC State o Texas '~ aav P~' ;£+i e •' SYLVIA E. PENA *: *' MY COMMISSION EXPIRES ;;' ~ :' July 27, 2010 o Page 11 of 11 Affordable Housing -Habitat - 4 Homes 10122009.doc