HomeMy WebLinkAboutC2009-479 - 10/27/2009 - ApprovedAFFORDABLE HOUSING PROJECT AGREEMENT
NUECES COUNTY COMMUNITY ACTION AGENCY
This Affordable Housing Project Agreement ("Project Agreement") is entered into
between the Corpus Christi Business and Job Development Corporation
("Corporation"), the City of Corpus Christi ("City"), and Nueces County Community
Action Agency ("Grantee").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas
Revised Civil Statutes (Development Corporation Act of 1979) empowered local
communities with the ability to adopt an optional local sales and use tax as a means of
improving the economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of Corpus Christi passed
Proposition 2, New and Expanded Business Enterprises, which authorized the. adoption
of a sales and use tax for the promotion and development of new and expanded
business enterprises at the rate of one-eighth of one percent to be imposed for 15
years;
WHEREAS, in the same election, the residents of the City passed Proposition 2B,
Affordable Housing, which authorized the use of a portion of the sales and use tax
approved under Proposition 2 for affordable housing, up to $500,000 annually, so long
as there are projects for which the amount can reasonably be used;
WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated
under Proposition 2B for affordable housing was subsequently enacted by the City's
City Council ("City Council"), and filed with the State Comptroller of Texas, effective
April 1, 2003, to be administered by the Corporation's Board of Directors ("Board");
WHEREAS, the Board issued a request for proposals for affordable housing projects;
WHEREAS, Grantee submitted a proposal to the Board to request funds for the
acquisition, rehabilitation, and resale of existing affordable homes; and
WHEREAS, the Board has determined that it is in the best interests of the residents of
the City of Corpus Christi that affordable housing funds be awarded, by execution of this
Project Agreement, to accomplish the affordable housing project described in this
agreement and in Grantee's proposal;
In consideration of the covenants, promises, and conditions stated in this Project
Agreement, the Corporation, Grantee, and the City agree as follows:
1. Project Agreement to Implement Affordable Housing Project. This Project
Agreement between the Corporation, the City, and Grantee is executed to implement
the promotion and development of an affordable housing project proposed by Grantee
in response to the Board's request for proposals ("Project Response"). The Project
Response submitted by Grantee, entitled "NCCAA Rehabilitation Project" ("Project") is
2009-479
Res. 028382 ~ -- 10132009
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l~1CCAA
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 this Project Agreement. ("Effective
Date")
3. Expiration Date. This Project Agreement expires on July 31, 2010.
4. Services to be Provided by City.
a. The City, through the City's City Manager or his designee ("City Manager"),
administers the funding and performs contract administration responsibilities, as
outlined in this Project Agreement, for the Corporation.
5. Services to be Provided by Grantee.
a. Establish an Existing Housing Acquisition/Rehabilitation/Resale Revolving
Grant Fund that will support the following four program stages:
(1) Stage 1 -Property Acquisition.
(a) Identifying prospective properties for acquisition.
(b) Conducting a feasibility analysis on the properties.
(c) Submitting offers on properties.
(d) Acquiring title to properties.
(2) Stage 2 -Property Rehabilitation.
(a) Rehabilitate units.
(b) Incorporate Green Energy concepts.
(c) Incorporate Efficiency concepts.
(3) Stage 3 -Sale of Properties
(a) Sell property to qualified homebuyers.
(b) Qualified homebuyers at or below 80% AMI (annual median
income.
(4) Stage 4 -Closing on Sales
(a) Close of property sales transactions.
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(b) Reimburse fund from sales proceeds.
(c) Restart cycle.
b. Identify properties that can be rehabilitated for resale as affordable housing
for qualified buyers from the following sources: Bank REO, tax foreclosures,.
mortgage foreclosures, and sales by private individuals. (Bank REO property is
property owned by banks, normally acquired through foreclosure, that failed to
sell at a foreclosure auction.)
c. Rehabilitate acquired properties to keep the post-rehabilitation value at an
affordable level, e.g., not more than 95% of the median purchase price of homes
in area.
(1) Upon acquisition of a property, detailed job specifications must be
developed for each address by qualified housing construction personnel.
(2) The specifications must be used to bid out the jobs and to facilitate
project management.
(3) Properties must be returned to safe, sanitary, and secure condition.
(4) Green energy concepts must be incorporated into selection of
materials and appliances.
(5) To the maximum extent practicable, homes must be modified to
address potential needs of persons with disabilities.
d. Sell the rehabilitated homes to qualified buyers utilizing existing down
payment assistance programs.
e. Limit program implementation cost to less than 10% of the average unit sales
price of the rehabilitated homes.
6. Services to be Provided by Corporation. The Corporation will provide a grant of
up to $100,000.00.
7. Documentation. and Reports.
a. Grantee shall maintain all documentation relating to the receipt and
expenditure of the funds provided under this Project Agreement for a period of
three years following the expiration of this Project Agreement or for such longer
period as may be required by Federal or State law.
b. Grantee shall provide access to all records, documents, reports, and audits,
regarding the funded activity under this Project Agreement, during regular
business hours, for the purpose of inspection and copying by the City Manager.
Furthermore, Grantee shall provide to the City Manager any information
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pertinent to this Project Agreement, as may be requested during the term of this
Project Agreement.
c. Grantee shall submit a performance report ("Quarterly Report") to the City and
the Corporation at least once each quarter, and a complete performance report
("Final Report")within 30 days of the expiration of this Project Agreement. The
Quarterly and Final Reports must contain all relevant details pertaining to the
acquisition, rehabilitation, and resale of existing affordable homes, and include
any supporting documentation required to substantiate the written narrative
contained in the reports. The reports must document:
(1) Assets in the Existing Housing Acquisition/Rehabilitation/Resale
Revolving Grant Fund, including beginning balance at start of reporting
period, other funds contributed: to the fund, expenditures from the fund,
and fund balance at end of reporting period.
(2) Properties acquired through program, including location and
description, and. acquisition costs.
(3) Costs of rehabilitating the individual properties.
(4) Properties sold through program, including sale price and other selling
expenses.
(5) Net gain or loss from each transaction completed during reporting
period.
8. Amendments or Modifications.
a. No amendments or modifications to this Project Agreement may be made, nor
any provision waived, unless the amendment or modification. is made in writing
and signed by persons duly authorized to sign agreements on behalf of all
parties.
b. The City Manager is authorized to execute minor amendments or
modifications to this Project Agreement, by exchange of letters with the Grantee.
The minor amendments and modifications may relate to the timing of
performance and reporting, the scope of work to be performed, the number of
homebuyers assisted, or the amount of assistance provided to each homebuyer.
However, the minor amendments or modifications may not increase the amounts
of money available to the Grantee under this Project Agreement.
9. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision,
phrase or word of this Project Agreement or the application of this Project
Agreement to any person or circumstance is, to any extent, held illegal, invalid,
or unenforceable under present or future law or by a final judgment of a court of
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competent jurisdiction, then the remainder of this Project Agreement, or the
application of the term or provision to persons or circumstances other than
those as to which it is held illegal, invalid, or unenforceable, will not be affected
by the law or judgment, for it is the definite intent of the parties to this Project
Agreement that every section, paragraph, subdivision, clause, provision,
phrase, and word of this Project Agreement be given full force and effect for its
purpose.
b. To the extent that any clause or provision is held illegal, invalid, or
unenforceable under present or future law effective during the term of this
Project Agreement, then the remainder of this Project Agreement is not affected
by the law, and in lieu of any illegal, invalid, or unenforceable clause or
provision, a clause or provision, as similar in terms to the illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and
enforceable, will be added to this Project Agreement automatically.
10. Compliance with Laws. Grantee shall comply with all applicable Federal, State,
and local government laws, rules, regulations, and ordinances which may be relevant to
Grantee's performance under this Project Agreement.
11. Jurisdiction and Venue.
a. This Project Agreement is governed by and must be construed under the
laws of the State of Texas.
b. All actions brought to enforce compliance with this Project Agreement must
be brought in Nueces County, Texas, where this Project Agreement was
entered into and must be performed.
12. Acknowledgment and Construction of Ambiguities. The parties expressly
agree that each has independently read and does understand this Project Agreement.
By Grantee's execution of this Project Agreement, Grantee agrees to be bound by the
terms, covenants, and conditions contained in this Project Agreement. Any ambiguities
in this Project Agreement may not be construed against the drafter.
13. Indemnity. Grantee must fully indemnify and hold harmless the
City of Corpus Christi, the Corpus Christi Business and Job
Development Corporation, and their officers, employees, and agents
(hereinafter, collectively "Indemnitees") from and against any and all
liability, damage, loss, claims, demands, expenses,. suits, and causes
of action of any nature whatsoever on account of injury or damage to
person (including, without limitation on the foregoing, premises
defects, workers' compensation, and death claims) or property loss or
damage of any kind whatsoever which arise out of or are in any
manner connected with, or are claimed to arise out of or be in any
way connected with, either proximately or remotely, wholly or in part,
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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 subjecf 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 lndemnitees, but not if caused by the sole
negligence of the lndemnitees unmixed with the fault of any other
person or entity. Grantee covenants and agrees that if lndemnitees,
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 lndemnitees in all actions
based thereon with legal counsel satisfactory to lndemnitees, and pay
all charges of attorneys and all other costs and expenses of any kind
arising from. any said liability, damage, loss, demand, claim, or action.
14. Warranties. Grantee warrants and represents to Corporation the following:
a. Grantee is a duly organized, validly existing, and in good standing under the
laws of the State of Texas, has all authority to carry on its business as presently
conducted in Corpus Christi, Texas.
b. Grantee has the authority to enter into and perform, and will perform, the
terms of this Project Agreement.
c. Grantee has timely filed and will timely file all local, State, and Federal tax
reports and returns required by law to be filed and all taxes, assessments, fees,
and other governmental charges, including applicable ad valorem taxes, have
been timely paid, and will be timely paid, during the term of this Project
Agreement.
d. Grantee has received a copy of the Texas Development Corporation Act of
1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, and acknowledges that
the funds granted in this Project Agreement must be utilized solely for purposes
authorized under State law and by the terms of this Project Agreement.
e. If an audit determines that the funds were not used for authorized purposes,
Grantee agrees to reimburse Corporation for the sums of money spent for
purposes not authorized by law within 30 days written notice requesting
reimbursement.
f. The parties executing this Project Agreement on behalf of Grantee are duly
authorized to execute this Project Agreement on behalf of Grantee.
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15. Events of Default. The following events constitute a default of this Agreement:
a. Failure of Grantee to timely, fully, and completely comply with any one or
more of the requirements, obligations, duties, terms, conditions, or warranties of
this Project Agreement.
b. The Corporation or City determines that any representation or warranty on
behalf of Grantee contained in this Project Agreement or in any financial
statement, certificate, report, proposal, or opinion submitted to the Corporation in
connection with this Project Agreement was incorrect or misleading in any
material respect when made.
c. Any judgment is assessed against Grantee or any attachment or other levy
against the property of Grantee with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 30 days.
d. Grantee makes an assignment for the benefit of creditors.
e. Grantee files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
f. If taxes on property owed. by Grantee become delinquent, and Grantee fails to
timely and properly follow the legal procedures for protest or contest.
g. Grantee changes. the general character of its business as conducted on or
following the date this Agreement is approved by the Corporation.
16. Notice of Default. Should the Corporation or City determine that Grantee is in
default under the terms of this Agreement, the Corporation or City shall notify Grantee in
writing of the event of default and. provide 60 days from the date of the notice ("Cure
Period") for Grantee to cure the event of default.
17. Results of Uncured Default. After exhausting good faith attempts to address any
default during the Cure Period, and. taking into account any extenuating. circumstances
that might have occurred through no fault of Grantee, as determined by the Board of
Directors of the Corporation, the following actions must be taken for any default that
remains uncured after the Cure Period:
a. Grantee shall immediately repay to Corporation, with interest at the interest
rate paid by the City on its most recently issued general obligation bonds from
date of expiration of Cure Period until fully paid, all funds not used under terms of
this Project Agreement.
b. Grantee shall pay Corporation reasonable attorney fees and costs of court to
collect amounts due to Corporation.
c. The Corporation shall have no further obligations to Grantee under this
Project Agreement and this Project Agreement shall terminate.
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d. Neither the City nor the Corporation may be held liable for any consequential
damages.
e. The Corporation may pursue all remedies available under law.
18. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenantor
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 covenantor
condition of this Project Agreement, justifies or authorizes the nonobservance on
any other occasion of the covenant or condition or any other covenant or
condition of this Project Agreement.
c. Any waiver or indulgence of Grantee's default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time Grantee is in default in any of its
conditions or covenants of this Project Agreement, the failure on the part of the
Corporation to promptly avail itself of the rights and remedies that the
Corporation may have, will not be considered a waiver on the part of the
Corporation, but Corporation may at any time avail itself of the rights or remedies
or elect to terminate this Project Agreement on account of the default.
19. Notices.
a. Any required written notices shall be sent, certified mail, return receipt
requested, addressed as follows:
If to Grantee:
Nueces County Community Action Agency
Attn: Executive Director
101 South Padre Island Drive
Corpus Christi, Texas 78405-4102
If to Corporation:
City of Corpus Christi Business and Job Development Corporation
Attn: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
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b. A copy of all notices and correspondence must be sent to the City at the
following address:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effective upon deposit in the United States mail in the manner
provided in subsection a of this section.
20. Incorporation of other documents.
The Corpus Christi Business & Job Development Corporation 4a Board
Affordable Housing Request for Proposals issued [Date of RFP] is incorporated
into this Project Agreement.
21. Relationship of Parties. In performing this Agreement, the Corporation, Grantee,
and the City shall act in an individual capacity, and not as agents, representatives,
employees, employers, partners, joint-venturers, or associates of one another. The
employees or agents. of either party may not be, nor be construed to be, the employees
or agents of the other party for any purpose.
22. Nonassignment. Grantee may not assign, mortgage, pledge, or transfer this
Project Agreement or any interest contained. in this Project Agreement without the prior
written consent of the other parties to this Project Agreement.
23. Non-discrimination.
a. Grantee may not discriminate nor permit discrimination against any person or
group of persons on the grounds of race, gender, disability, religion, age, or national.
origin. in any manner prohibited by the laws of the United States or the State of
Texas.
b. The City Manager retains the right to take any. action the United States or the
State of Texas may direct to enforce this non-discrimination covenant.
24. Captions. The captions in this Project Agreement are for convenience only and
are not a part of this Project Agreement. The captions do not in any way limit or amplify
the terms and provisions of this Project Agreement.
25. Entire Agreement. This Project Agreement and the. referenced and incorporated
documents constitute the entire agreement between the Corporation, the City, and
Grantee for the purpose stated. All other agreements, promises, representations, and
understandings, oral or otherwise, with reference to the subject matter of this Project
Agreement, unless contained in this Project Agreement, are expressly revoked, as the
parties intended to provide for a complete understanding, within the provisions of this
Project Agreement and its referenced and incorporated documents, of the terms,
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conditions, promises, and covenants relating to the each party's required performance
under this Project Agreement.
CORPUS CHRISTI BUSINESS &
JOB DEVELOPMENT CORPORATION
Elo a azar
Pre ident
Date
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instrument was acknowledged before me on ~°~~.~~~Y , 2009,
by Eloy Salazar, President, Corpus Christi Business & Job Development Corporation, a
Texas nonprofit corporation, on behalf of the corporation.
r
TA Y PUBLIC
State of Texas
ATTEST:
Armando Chapa
City Secretary
Date: ~ ~
APPROVED AS TO FORM:
R. J Re} mg
First Assistant City Attorney
for the City Attorney
Affordable Housing -- NCCAA -Rehab -- 10132009
w~~w~~
•••~~~~ "~e"~~•. MONI4UE TAMEZ LERMA
'_:~ ° i Notary Public
~.:~,.,:'r STATE OF TEXAS
."*s,.~••......•~+Py:~ My Comm. Exp. 01-20-2013
•~%~rFOFtE ?
CITY OF CORPUS CHRISTI
r
~ ~~~~
'A R. Escobar
City Manager
Date: ~~ ~~`~
~~~ ~~ ~u~rl~oRizEu
~fi cotllrcl l....f ~?,~~ `1~0 ~
SECR TARv ~~~
Page 10 of 11
NUECES COUNTY COMMUNITY ACTION AGENCY
Martinez
ive Director
yo-. ~ . ~.
Date
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF NUECES §
KNOW ALL BY THESE PRESENTS:
This instrument was acknowledged before me on ~~°~~ d ~ , 2009,
by Joe A. Martinez, Executive Director, Nueces County Community Action Agency, a
Texas non-profit corporation, on behalf of the corporation.
N TARP PUBLIC
State of Texas
~~
IEsK~ IMI'tM
My Comnaaion ~~
Aupr`at ~0, ~Ol 1
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