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HomeMy WebLinkAboutC2009-595 - 11/17/2009 - NA1 1 SAMUEL PLACE APARTMENTS FY09 CHDO HOME FUNDING AGREEMENT STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § SECTION 1. PARTIES TO AGREEMENT This Agreement ( "Agreement ") is made and entered into by and between the Corpus Christi Community Improvement Corporation, a non - profit corporation organized under the laws of the State of Texas ( "CCCIC ") and HCS 310, LLC, a limited liability company organized under the laws of the State of Texas, doing business as Samuel Place Apartments, acting by and through its sole member, TG 110, Inc., a Texas corporation, hereinafter such company is referred to as a Community Housing Development Organization ( "CHDO "). The parties to this Agreement have severally and collectively agreed and by the execution of this Agreement are bound to the mutual obligations and to the performance and accomplishment of the tasks described in this Agreement. Jae.. This Agreement commences upon execution and terminates A4�rrr 30, 2011, unless otherwise specifically provided by the terms of this Agreement. SECTION 2. AGREEMENT PERIOD SECTION 3. GRANT CCCIC agrees to grant the CHDO up to $200,000, subject to the terms and conditions of this Agreement. SECTION 4. CHDO PERFORMANCE A. With grant funds provided under this Agreement, CHDO shall rehabilitate a 60 -unit apartment building complex by replacing the roofs of the buildings (to include the installation of new decking and 35 -year shingles) and installing a rain gutter system on the buildings, which complex is located within the City of Corpus Christi, Texas (the "Project "), in conformity with the performance statements in Exhibit "A" ( "Budget and Construction Schedule "), which exhibit is attached to this Agreement and incorporated into this Agreement by reference as if fully set out in this Agreement. CHDO shall ensure that all units are HOME - assisted and that two (2) units will be fully compliant with the federal Americans with Disabilities Act in terms of accessibility. CHDO must ensure that the Project complies with and is administered in accordance with the HOME Investment Partnerships Act of 1990, 42 U.S.C. § §12701 et. seq., and implementing federal regulations contained in 24 CFR Part 92 ( "HOME "); TEXAS GOVERNMENT CODE, Chapter 2306 and the Texas HOME Program Rules contained in 10 TAC Part I; and the CCCIC's HOME Program Guidelines and Application Package. Additionally, CHDO 2009 -595 perform all activities in accordance with the terms of the Budget 11/17/09 edule, hereinafter referred to as Exhibit "A "; the Other Federal CCCYC INDEXED Requirements, hereinafter referred to as Exhibit "B "; the Certification Regarding Lobbying, hereinafter referred to as Exhibit "C "; the Covenant of Affordability, hereinafter referred to as Exhibit "D "; the assurances, certifications, and all other statements made by CHDO in its application to the City of Corpus Christi, Texas, for the Project funded under this Agreement; and with all other terms, provisions, and requirements set forth in this Agreement. All of the exhibits referenced in this section are attached to this Agreement and incorporated in this Agreement by reference as if fully set out in their entirety. CHDO shall submit an updated Budget and Construction Schedule within ten (10) days of the execution of this Agreement; upon submission, the updated schedule is incorporated into this Agreement by reference. B. CHDO shall ensure that all grant funding per housing unit is provided for construction materials, supplies, and labor and is expended in accordance with the HOME regulations during the construction of each housing unit assisted under this Agreement. SECTION 5. CCCIC OBLIGATIONS A. Measure of Liability. In consideration of CHDO's full and satisfactory performance of the activities to be accomplished in this Agreement, the CCCIC shall be liable for payment of actual and reasonable costs incurred by CHDO during the Agreement period for performances rendered under this Agreement by CHDO, subject to the limitations set forth in this Agreement. 1. It is expressly understood and agreed by the parties hereto 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 CHDO in writing within a reasonable time after such fact is determined. The CCCIC shall then terminate this Agreement and will not be liable for failure to make payments to CHDO under this Agreement. 2. The CCCIC shall not be liable to CHDO for any costs incurred by CHDO, or any portion thereof, which has been paid to CHDO or is subject to payment to CHDO, or has been reimbursed to CHDO or is subject to reimbursement to CHDO by any source other than the CCCIC. 3. The CCCIC shall not be liable to CHDO for any costs incurred by CHDO which are not allowable costs, as set forth in 24 CFR 92.206 and Section 6 of this Agreement. Funds provided under this Agreement may not be used for payment of prohibited activities as defined in 24 CFR 92.214. 4. The CCCIC shall not be liable to CHDO for any costs incurred by CHDO or for any performances rendered by CHDO which are not strictly in accordance with the terms of this Agreement, including the terms of Exhibits A, B, C, and D of this Agreement and the latter- provided updated schedule. 5. The CCCIC shall not be liable for costs incurred or performances rendered by CHDO before commencement of this Agreement or after termination of this Agreement. B. Limit of Liability. Notwithstanding any other provision of this Agreement, the total of all payments and other obligations incurred by the CCCIC under this Agreement may not exceed the sum of Two Hundred Thousand Dollars ($200,000). It is agreed that the total amount of $200,000 will be provided as a grant. This sum includes only construction assistance funds. SECTION 6. DISBURSEMENT OF FUNDS A. The CCCIC will provide to CHDO construction funds under this Agreement in accordance with the requirements of 24 CFR 92.502. CHDO 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 construction costs will be inspected prior to disbursement of funds. B. It is expressly this Agreement ar obligations under unexpended funds that CHDO will be the CCCIC. . understood and agreed by the parties hereto that payments under contingent upon CHDO's full and satisfactory performance of its this Agreement. The CCCIC provided under this Agreement it unable to expend funds within the eserves the right to recapture the event the CCCIC determines prescribed time as determined by SECTION 7. ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES AND PROGRAM INCOME A. CHDO shall comply with the applicable requirements of OMB Circular No. A -87 and 24 CFR 85.6, 85.12, 85.20, 85.22, 85.26, 85.32 through 85.34, 85.35, 85.36, 85.44, 85.51, and 85.52. B. CHDO must comply with applicable regulations under OMB Circular No. A -110, A- 122 and the following requirements of 24 CFR part 84: §§ 84.2, 84.5, 84-13, 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. CHDO may retain program income only in conformity with all applicable federal laws, rules, and regulations. C. CHDO shall maintain records of the receipt, accrual, and disposition of all program income funds, if any, in the same manner as required for in Section 7 of this Agreement for all funds under this Agreement. CHDO shall provide reports of program income, as requested by the CCCIC and at the termination of this Agreement. D. If permitted under this Agreement, any and all program income must be reinvested by CHDO and applied towards the construction of qualified housing initiatives for low - and moderate - income individuals and families, including, but not limited to, acquisition and rehabilitation of rental or home ownership projects, which have been pre- approved in writing by the CCCIC. HCS310 CHDO Samuel Place Apts FY09 Agmt Page 3 of 18 SECTION 8. RETENTION AND ACCESSIBILITY OF RECORDS A. CHDO must establish and maintain those records listed under 24 CFR 92.508 and other records as may be determined by the CCCIC. B. CHDO shall give the CCCIC, the Comptroller of the United States, or any of their 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 CHDO pertaining to this Agreement. Such rights to access shall continue as long as the records are retained by CHDO. CHDO agrees to maintain such records in an accessible location. C. All records pertinent to this Agreement shall be retained by CHDO 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 will be maintained 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. CHDO shall include the substance of this Section 8 in all subcontracts. E. CHDO must provide citizens, public agencies, and other interested parties with reasonable access to records consistent with the Texas Open Records Act, TEXAS GOVERNMENT CODE, Chapter 552. SECTION 9. REPORTING REQUIREMENTS A. CHDO 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. CHDO 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. Additionally, CHDO shall adhere to, comply with, and provide reports based on the Performance Measurement System utilized by the CCCIC for HUD reporting purposes. HCS310 CHDO Samuel Place Apts FY09 Agmt Page 4 of 18 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 CHDO fails to submit to the CCCIC in a timely and satisfactory manner any report required by this Agreement, the CCCIC may, at its sole option and in its sole discretion, withhold any or all payments otherwise due or requested by CHDO hereunder. If the CCCIC withholds such payments, it shall notify CHDO in writing of its decision and the reasons therefore. Payments withheld pursuant to this paragraph may be held by CCCIC until such time as the delinquent obligations for which funds are withheld are fulfilled by CHDO. C. Acknowledgment of Funding Source. CHDO shall give credit to the CCCIC as the Project funding source in all presentations, written documents, publicity and advertisements regarding the development. 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. After each monitoring visit, the CCCIC shall provide CHDO with a written report of the monitor's findings. if the monitoring report notes deficiencies in CHDO's required performances under the terms of this Agreement, the monitoring report shall include requirements for the timely ,correction of such deficiencies by CHDO. Failure by CHDO 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. INDEMNIFICATION BY CHDO A. It is expressly understood and agreed by the parties to this Agreement that the CCCIC is contracting with CHDO as an independent CHDO, and that CHDO, as such, agrees to hold the CCCIC harmless and to indemnify the CCCIC, its officers, officials, employees, representatives, and agents from and against any and all claims, demands, actions, 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 CHDO under this Agreement. Additionally, CHDO agrees that it will indemnify and hold harmless the City of Corpus Christi and the CCCIC ( "Indemnitees`), their respective officers, officials, employees, representatives, and agents from and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against the City of Corpus Christi or the CCCIC on account of injury or damage to persons or property, including death, premises defects, and workers' compensation claims, to the extent any such damage or injury may be incident to, arise out of, or be caused by, either proximately or HCS310 CHDO Samuel Place Apts FY09 Agmt Page 5 of 18 remotely, wholly or in part, an act or omission, negligence, or misconduct on the part of CHDO or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the housing being constructed or improved pursuant to this Agreement or when any such injury or damage is the result, proximate or remote, of the violation by CHDO 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 such injury or damage may in any other way arise from or out of the acquisition, rehabilitation, modification, or construction of the housing, or out of the use or occupancy of the housing itself by CHDO, its agents, servants, employees, contractors, patrons, guests, licensees, or invitees, including without limitation, any damages or costs which may occur as a result of the design of the rehabilitation, modification, or construction of the housing, the bidding process, administration of the construction contracts by the CCCIC or its designee, failure of the housing prior to completion and acceptance of the rehabilitation, modification, or construction by the CCCIC, failure of the rehabilitation, modification, or construction of the housing to work as designed, failure of any contractor, subcontractor, or manufacturer to honor its warranties, or failure of CHDO to maintain the housing. These terms of indemnification shall be effective upon the date of execution of this Agreement and whether such injury or damage may result from the contributory negligence or concurrent negligence of Indemnitees; but not if such damage or injury may result from gross negligence or willful misconduct of Indemnitees. CHDO covenants and agrees that, in case the City of Corpus Christi or the CCCIC is made a party to any litigation against CHDO or in any litigation commenced by any party relating to this Agreement and the housing contemplated hereunder, CHDO shall and will pay all costs and expenses, including reasonable attorneys' fees and court costs incurred by or imposed upon the City of Corpus Christi or CCCIC by virtue of any such litigation. B. CHDO, for and in consideration of the CCCIC's participation in this Agreement, hereby agrees and covenants that CHDO will never institute any suit or action at law against the City of Corpus Christi, CCCIC, their officers, agents, servants, or employees, (hereinafter referred to as Releasees), related to the performance by any party under this Agreement, nor institute, prosecute, or in any way aid in HCS310 CHDO Samuel Place Apts FY09 Agmt Page 6 of 18 the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, expenses, or compensation for property damage or injuries, related to the performance by any party under this Agreement, whether or not caused by the negligence of Releasees. SECTION 12. SUBCONTRACTS A. Except for subcontracts to which the federal labor standards requirements apply, CHDO may not subcontract for performances described in this Agreement without obtaining the CCCIC's prior written approval. CHDO shall only subcontract for performances described in this Agreement to which the federal labor standards requirements apply after CHDO has submitted a Subcontractor Eligibility form, as specified by the CCCIC, for each such proposed subcontract, and CHDO has obtained the CCCIC's prior written approval, based on the information submitted, of CHDO's intent to enter into such proposed subcontract. CHDO, in subcontracting for or by entering into separate agreements with third parties to provide any of the performances required in this Agreement, expressly understands that in entering into such subcontracts and separate agreements, the CCCIC is not in any manner liable to CHDO's subcontractor(s) or third parties to whom CHDO may be legally obligated. B. In no event shall any provision of this Section 12, specifically, the requirement that CHDO obtain the CCCIC's prior written approval of a subcontractor's eligibility, be construed as relieving CHDO of the responsibility for ensuring that the performances rendered under all subcontracts and separate agreements are rendered so as to comply with all of the terms of this Agreement, as if such performances were rendered by CHDO. The CCCIC's approval of subcontractor's eligibility under this Section 12 does not constitute adoption, ratification, or acceptance of CHDO's or subcontractor's performance hereunder. The act of approval of subcontractor's eligibility under this Section 12 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 CHDO's full compliance with the terms of this Agreement. C. CHDO shall comply with all applicable federal, State, and local laws, regulations, rules, and ordinances when making procurements under this Agreement. D. CHDO shall comply with all applicable federal, State, and local laws, regulations, rules, and ordinances for the term of this Agreement. SECTION 13. CONFLICT OF INTEREST CHDO shall ensure that no person who (1) is an employee, agent, consultant, officer or elected or appointed official of the CCCIC 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) 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 HCS310 CHDO Samuel Place Apts FY09 Agmt Page 7 of 18 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. CHDO shall ensure compliance with applicable provisions under 24 CFR 92.356 and OMB Circular A -110 in the procurement of property and services. SECTION 14. NONDISCRIMINATION AND SECTARIAN ACTIVITY A. Equal Opportunity. CHDO 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. In addition, funds provided under this Agreement must be made available in accordance with the requirements of section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701 u) such that: To the greatest extent feasible, opportunities for training and employment arising in connection with the planning and carrying out of any project assisted with HOME funds provided under this Agreement be given to low - income persons residing within the general local government area or metropolitan area or nonmetropolitan 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, including, but not limited to, individuals or firms doing business in the field of planning, consulting, design, architecture, building construction, rehabilitation, maintenance, or repair, which are located in or owned in substantial part by persons residing in the same metropolitan area or nonmetropolitan county as the Project. B. Religious Organizations. In accordance with 24 CFR 92.257, CHDO shall ensure that organizations which are religious or faith -based are eligible, on the same basis as any other organization, to participate in the Project. Organizations that are funded under the HOME Program may not engage in inherently religious activities, such as worship, religious instruction, or prose lytizati on, as part of the assistance funded under this Agreement. If an organization conducts such activities, the activities must be offered separately, in time or location, from the assistance funded under this Agreement, and participation must be voluntary for the beneficiaries of the assistance provided. A religious organization that participates in the HOME Program will retain its independence from federal, state, and local governments and may continue to carry out its mission including the definition, practice, and expression of religious beliefs, provided that it does not use direct HOME funds to support any inherently religious activities, such as worship, religious instruction, or prose lytization. An organization that participates in the HOME Program shall not, in providing program assistance, discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. HOME funds may not be used for the acquisition, HCS310 CHDO Samuel Place Apts FY09 Agmt Page 8 of 18 construction, or rehabilitation of structures to the extent that those structures are used for inherently religious activities. HOME funds may be used for the acquisition, construction, or rehabilitation of structures only to the extent that those structures are used for inherently religious activities and eligible to be assisted under the HOME Program. Where a structure is used for both eligible and inherently religious activities, HOME funds may not exceed the cost of those portions of the acquisition, construction or rehabilitation that are attributable to eligible activities in accordance with the cost accounting requirements applicable to HOME funds under this Agreement. Sanctuaries, chapels, or other rooms that a HOME - funded religious congregation uses as its principal place of worship, however, are ineligible for HOME - funded improvements. SECTION 15. LEGAL AUTHORITY A. CHDO assures and guarantees that CHDO possesses the legal authority to enter into this Agreement, receive funds authorized by this Agreement, and to perform the services CHDO has obligated itself to perform in this Agreement. B. The person or persons signing and executing this Agreement on behalf of CHDO, or representing themselves as signing and executing this Agreement on behalf of CHDO, do hereby warrant and guarantee that they have been duly authorized by CHDO to execute this Agreement on behalf of CHDO and to validly and legally bind CHDO to all terms, performances, and provisions set forth in this Agreement. C. CHDO shall not employ, award a contract to, or fund any person or entity that has been debarred, suspended, proposed for debarment, or placed on ineligibility status by the federal government. In addition, the CCCIC shall have the right to suspend or terminate this Agreement if CHDO is debarred, suspended, proposed for debarment, or ineligible from participating in the HOME Program. SECTION 16. LITIGATION AND CLAIMS CHDO shall give the CCCIC immediate notice in writing of 1) any action, including any proceeding before an administrative agency filed against CHDO in connection with this Agreement; and 2) any claim against CHDO, the cost and expense of which CHDO may be entitled to be reimbursed by the CCCIC. Except as otherwise directed by the CCCIC, CHDO shall furnish immediately to the CCCIC copies of all pertinent papers received by CHDO with. respect to such action or claim. SECTION 17. CHANGES AND AMENDMENTS A. Except as specifically provided otherwise in this Agreement, any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment and executed by both parties to this Agreement. Modifications which change or extend the term but do not change the essential scope and purpose of this Agreement may be approved on behalf of the CCCIC by the General Manager. HCS310 CHDO Samuel Place Apts FY09 Agmt Page 9 of 18 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 Partnerships Act of 1990, 42 U.S.C. § §12701 et. seq., the regulations promulgated under such Act, the assurances and certifications made to the CCCIC by CHDO, and the assurances and certifications made to HUD 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 to this Agreement that the performances required 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: HUD may, from time to time during the period of performance of this Agreement, issue policy directives or regulations which serve to establish, interpret, or clarify performance requirements under this Agreement. Such 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 CHDO, as if written herein, provided however, that such 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 4 of this Agreement to reimburse costs incurred by CHDO prior to the effective date of said amendments or policy directives unless barred by federal or State law. C. Any alterations, additions, or deletions to the terms and conditions of this Agreement which are required by changes in federal law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. The CCCIC or CHDO may require written changes or amendments to this Agreement when any substantial alterations, additions, or deletions to the terms of this Agreement are required by changes in federal law or regulations. D. CHDO has provided an estimated Budget and Construction Schedule based upon the proposed funding assistance and construction that is the subject of this Agreement, such schedule being attached to, incorporated into, .and made a part of this Agreement for all purposes as Exhibit "A." Ten days following the execution of this Agreement, but in no event less than ten days prior to the receipt of any federal funds provided to CHDO as contemplated under this Agreement, CHDO will provide a finalized Budget and Construction Schedule, which includes a Project implementation schedule, a schedule of estimated costs, and a schedule of completion for the various aspects of construction of the housing, such finalized schedule to be substituted for the then existing Exhibit "A" and which will become Exhibit "A" of this Agreement for all purposes. SECTION 18. SUSPENSION In the event CHDO fails to comply with any term of this Agreement, the CCCIC may, in accordance with 24 CFR 85.43 and upon written notification to CHDO, suspend this Agreement in whole or in part, withhold further payments to CHDO, and prohibit CHDO from incurring additional obligations of funds under this Agreement. HCS310 CHDO Samuel Place Apts FY09 Agmt Page 10 of 18 SECTION 19. TERMINATION A. The CCCIC may terminate this Agreement, in whole or in part, in accordance with 24 CFR 85.43 and this Section 19. The CCCIC may also terminate this Agreement for convenience in accordance with 24 CFR 85.44. In the event CHDO 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: Temporarily withhold cash payments pending correction of the deficiency by the CHDO or take more severe enforcement action against CHDO. 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 the CHDO program. 4. Withhold further HOME awards from CHDO. 5. Take other remedies that may be legally available. B. Additionally, this Agreement may be cancelled upon thirty -day notice of cancellation upon mutual consent of the parties. SECTION 20. AUDIT A. Unless otherwise directed by the CCCIC, CHDO shall arrange for the performance of an annual financial and compliance audit of funds received and performances rendered under this Agreement, subject of the following conditions and limitations: 1. CHDO shall have an audit made in accordance with 24 CFR 92.506, i.e., 24 CFR Part 85.26 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 CHDO receives more than $500,000 in federal financial assistance provided by a federal agency in the form of grants, agreements, loans, loan guarantees, property, cooperative agreements, interest subsidies, insurance or direct appropriations, but federal financial assistance does not include direct federal cash assistance to individuals. The term includes awards of federal financial assistance received directly from federal agencies, or indirectly through other units of state and local government. 2. At the option of CHDO, each audit required by this section may cover either CHDO's entire operations or each department, agency, or establishment of CHDO which received, expended or otherwise administered federal funds. 3. Notwithstanding Section 5(a)(4), Section 5(a)(5), and Section 6 of this Agreement, following advance written notice by CHDO and advance written HCS310 CHDO Samuel Place Apts FY09 Agmt Page 11 of 18 approval of the CCCIC, CHDO 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 CHDO. 4. Unless otherwise specifically authorized by the CCCIC in writing, CHDO 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 20 are subject to review and resolution by the CCCIC or its authorized representative. 5. As part of its audit, CHDO shall verify expenditures according to the amounts detailed in Exhibit "A." B. Notwithstanding subsection A of this Section 20, the CCCIC reserves the right to conduct an annual financial and compliance audit of funds received and performances rendered under this Agreement. CHDO agrees to permit the CCCIC or its authorized representative to audit CHDO's records and to obtain any documents, materials, or information necessary to facilitate such audit. Should an audit not be required by subsection A of this Section 20, CHDO shall provide an annual audit to the CCCIC of funds received in performance of this Agreement. C. CHDO understands and agrees that it shall be liable to the CCCIC for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Agreement. CHDO further understands and agrees that reimbursement to the CCCIC of such disallowed costs shall be paid by CHDO from funds which were not provided or otherwise made available to CHDO under this Agreement. D. CHDO shall take all necessary actions to facilitate the performance of such audit or audits conducted pursuant to this Section 20 as CCCIC may require of CHDO. E. All approved HOME audit reports shall be made available for public inspection within 30 days after completion of the audit. SECTION 21. ENVIRONMENTAL CLEARANCE REQUIREMENTS CHDO understands and agrees that, by the execution of this Agreement, CHDO 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. HCS310 CHDO Samuel Place Apts FY09 Agmt Page 12 of 18 SECTION 22. LABOR STANDARDS All laborers and mechanics employed in the rehabilitation of a project or program assisted under this Agreement that contains 12 or more dwelling units must be paid wages at rates determined by the U. S. Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. §276a -5), and contracts involving their employment are 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 23. SPECIAL CONDITIONS A. Release of Funds. The CCCIC shall not release any funds for any costs incurred by CHDO under this Agreement until the CCCIC has received certification from CHDO that its fiscal control and fund accounting procedures are adequate to assure the proper dis- bursal of and accounting for funds provided under this Agreement. The CCCIC shall specify the content and form of such certification. B. Affordability Requirements. CHDO must ensure that all sixty (60) units improved with funds provided under this Agreement for rehabilitation of affordable housing meet the affordability requirements of the federal HOME regulations for a period of five (5) years from the date of completion of the rehabilitation, -such date of completion presently unknown but anticipated to be not later than 31, 2011. Under this Agreement, a total of sixty (60) Project units must be designated by CHDO as HOME - assisted floating units and be utilized by CHDO at all times in full compliance with applicable federal HOME regulations. Furthermore, CHDO must ensure that at least 20% of the units rehabilitated with funds received under this Agreement meet federal Section 8 Low Rent limits established by federal law, if applicable to this Project, and that two (2) units will be fully compliant with the federal Americans with Disabilities Act in terms of accessibility. CHDO agrees to repay all HOME funds governed by this Agreement if the Project or any portion thereof fails to comply or ceases to comply with the affordability requirements set forth in this Agreement, in the Covenant of Affordability (discussed below), or under federal law. CHDO shall ensure that each property on which housing is rehabilitated by CHDO under this Agreement is bound, by a covenant running with the land, to secure repayment of funds provided through this Agreement, as required by federal law. CHDO shall secure these affordability requirement provisions, expressed in Exhibit "D," as a deed covenant filed of record for each property rehabilitated with HOME funds provided under this Agreement ( "Covenant of Affordability "). CHDO shall ensure that the requirements of the Covenant of Affordability continue to be met throughout the term of this Agreement, and such obligation shall be binding upon the successors, assigns, and transferees of the CHDO and the property, as required by 24 CFR 92.254, until such covenant is satisfied. CHDO shall ensure that the executed Covenant of Affordability is recorded in the real property records of Nueces County and that the original deed covenant, duly certified as to recordation by the appropriate county official, is returned to the CCCIC within thirty ,c1t /a 1 ;V HCS310 CHDO Samuel Place Apts FY09 Agmt Page 13 of 18 days of Project completion. A sample Covenant of Affordability is attached to this Agreement as Exhibit "D" and is incorporated in this Agreement by reference as if fully executed, set out, and included in this Agreement. Once executed and recorded, such completed Covenant of Affordability supersedes the sample Exhibit "D" attached, for all intents and purposes under this Agreement. C. Repayment. CHDO agrees that all repayments, including all interest and any other return on the investment of HOME funds, will be made to the CCCIC based on the provisions set out in subsection B of this section upon any sale (voluntary or involuntary), foreclosure, or transfer in lieu of foreclosure that occurs during the affordability period for each HOME - assisted property, unless otherwise disallowed by the CCCIC and federal law. D. Housing Quality Standards. CHDO shall ensure that all housing assisted with funds provided under this Agreement meets the requirements of 24 CFR 92.251. E. Affirmative Marketing. CHDO 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 procedures and requirements shall include, but need not be limited to, those specified in 24 CFR 92.351. The CCCIC will assess the efforts of the CHDO during marketing of the units by use of compliance certification or personal monitoring visits to the Project at least annually. Where a CHDO fails to follow the affirmative marketing requirements, corrective actions shall include extensive outreach efforts to appropriate contacts to achieve the occupancy goals, objectives, or other sanctions the CCCIC may deem necessary. CHDO must provide the CCCIC with an annual assessment of the affirmative marketing program of the housing development. The assessment must include: Method used to inform the public and potential homebuyers about federal fair housing laws and affirmative marketing policy. CHDO's advertising of vacant units must include the equal housing opportunity logo or statement. Advertising media may include newspaper, radio, television, brochures, leaflets, or may involve simply a sign in a window. CHDO 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 the CHDO to affirmatively market units and records to assess the results of these actions. CHDO must maintain a file containing all marketing efforts (i.e. copies of newspapers ads, memos of phone calls, copies of letters) to be available for inspection at least annually by the CCCIC. 3. Copies of completed applications for vacant units. CHDO shall solicit applications for vacant units from persons in the housing market who are least likely to apply for the constructed housing without benefit of special outreach efforts. In general, persons who are not of the race/ethnicity of the HCS310 CHDO Samuel Place Apts FY09 Agmt Page 14 of 18 residents of the neighborhood in which the constructed unit is located shall be considered those least likely to apply. 4. A list of assisted renters. CHDO shall maintain a listing of all renters residing in each unit through the end of each applicable compliance or affordability period. F. Reversion of Assets. Upon termination or expiration of this Agreement, all funds remaining on hand on the date of term inationlexp!ration and all accounts receivable attributable to the use of funds received under this Agreement shall revert to the CCCIC. CHDO shall return these assets to the CCCIC within seven (7) days after the date of termination or expiration. G. Flood Insurance. Funds provided under this Agreement may not be used in connection with the acquisition or rehabilitation of a development located in an area identified by the U. S. 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. H. Displacement, Relocation, and Acquisition. CHDO must ensure that it has taken all reasonable steps to minimize the displacement of persons (families, business and nonprofit organizations) as a result of a Project assisted with funds provided under this Agreement. CHDO must comply with the applicable provisions of 24 CFR 92.353. SECTION 24. Notices. A. All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. B. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph com -pany or overnight express carrier. Notice by fax transmission will be deemed effec -tive upon transmission, with proof of confirmed delivery. C. All such communications must only be made to the following: If to the City City of Corpus Christi Attn: Administrator, Community Dev. Div P. O. Box 9277 If to the CHDO HCS 310, LLC Attn: Executive Director 8610 N. New Braunfels, Suite 500 HCS310 CHDO Samuel Place Apts FY09 Agm# Page 15 of 18 Corpus Christi, TX 78469 -9277 (361) 826 -3045 Office (361) 844 -1740 Fax With a copy to City of Corpus Christi Attn: Director, Neighborhood Services Dept. P. O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -3044 Office (361) 826 -3011 Fax San Antonio, TX 78217 -6397 (210) 821 -4300 Office (210) 821 -4303 Fax (888) 732 -3394 Toll Free D. Either party may change the address to which notice is sent by using a method set out above. The CHDO shall notify the City of an address change within 10 working days after the address is changed. SECTION 25. INSURANCE A. Liability Insurance. CHDO shall have in force throughout the term of this Agreement comprehensive general liability insurance coverage with a personal /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 rehabilitation of the Project. B. Fire and Extended Coverage. CHDO 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 rehabilitation of the Project. C. Notice to CCCIC. CHDO 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 CHDO is subject to approval of the CCCIC. Failure to maintain such insurance will be cause for the CCCIC to take control of the Project funds and will cancel any claim that CHDO may have to the use of the Project or the Project funds. D. CHDO shall provide the CCCIC with certificates of insurance reflecting all the stated coverages as a condition to the receipt of funding under this Agreement and shall, upon HCS310 CHDO Samuel Place Apts FY09 Agmt Page 16 of 18 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 CHDO. 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 hereby made a part of this Agreement by reference, as if fully set out in this document, and constitute promised performances by CHDO in accordance with Section 4 of this Agreement 1 - Exhibit "A" -- Budget and Construction Schedule 2. Exhibit "B" Other Federal Requirements 3. Exhibit "C" -- Certification Regarding Lobbying 4. Exhibit "D" -- Sample Affordability Covenant SECTION 27. JURISDICTION AND VENUE 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 is entered into and must be performed. SECTION 28. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS CHDO shall comply with all federal, State and local laws, statutes, ordinances, rules, regulations, orders, and decrees of any government, court, administrative body, or tribunal related to the activities and performances of CHDO under this Agreement. Upon request of the CCCIC, CHDO shall furnish satisfactory written proof of its compliance with this section of the Agreement. SECTION 29. REMEDIES It is expressly understood and agreed by the parties hereto that any right or remedy provided for in this Section 29 or'in any other provision of this Agreement does not preclude the exercise of any other right or remedy under this Agreement or under any provision of law nor does any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy hereunder shall not constitute a waiver of the right to exercise that or any other right or remedy at any time. HCS310 CHDO Samuel Plaoe Apts FY09 Agmt Page 17 of 18 Executed in duplicate originals this R) St"' day of � - , 2010. ATTEST: Armando Chapa, Sec tary Corpus Christi Community Improvement Corporation J40/1"Je O.-I `A el . Escobar, General Manager ey CW NCIL 3ECARY b` VC-1 HCS 310, LLC, a limited liability company organized under the laws of the State of Texas and doing business as Samuel Place Apartments, by and through its sole member, TG 110, Inc., a Texas corporation Signature Printed Name Title r Date ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL BY THESE PRESENTS This instrument was acknowledged before me on D e.Germb4et 1 2010 by t� he/� �,� �� L , as G1GN_f_��k�11� �Ir P.c.� � (title) of TG 110, Inc., a Texas corporation and sole member of HCS 310, LLC, a limited liability company organized under the laws of t�e State of Texas and doing business as Gm' Samuel Place Apartments, on behalf of the ed liability company and corporation. E �°. DAWN 7 ub RLAND Notary NOTARY PUBLIC, State of Texas My C Expires y' MA2E)� 4 EXHIBIT Preliminary Budeet & Construction Schedule FY and Funding: Project Name: FY2009 / HOME Roofing Renovation Organization: TG 110 Inc. Sole Member of HCS 310 LLC — Samuel Place A artments Total Project Cost: $ 250,000 HOME award: $ 200,000 Preliminary Budget Project Financial Resources: (list may be adjusted to meet your project) (Funds available to complete project) Amount «' Private Funding Source .................................... ............................... ..... $50 000 FY 2009 HOME Funding .................................... ............................... Other. (Specify) ................................. ............................... • $ 200,000 Total Funds Available for Project ............................ ............................... $ 250,000 Estimated Expenses: (list may be adjusted to meet your project) (L ist estimated expenses to com lete your ro'ect such as: Amount 0 Land Acquisition ................... .......... $ Advertising, Printing, Etc ................................ ............................... $ A/E Professional Fees .......................................... ............................... $ 16,623 ConstructionCost ......................... ............................... .......................$198 77 Construction Related Contingencies .................... ............................... $ 20,000 Other: (Specify) Housing Consultant/Closing Costs Legal ....... $ 15,000 TotalProiect Cost ..... ............................... .... ............................... $25_ ands needed for the projecO NOTE: The "total funds available for the rooect " shall beequal to the "total 1proiect cost." Preliminary Construction Schedule (Project Dates for completion of key project phases) • Land Acquisition .......................................... ................ Projected Dates ............... NA • Platting/Soil Testing (other) ......................... ............................... NA • Procurement of Architect/Engineer(A/E) services .................. :... JANUARY 2010 e Design/Bid Documents (specification packet)completed.......... JANUARY 2010 • Advertisement dates: MUST BE for 1 for 2 ........ ............ ... APRIL 2010 Bid opening/award construction contract ........................... MAY 2010 Pre- construction Meeting ................ ........................... 2010 • Construction Start .......................... ........................... 2010 Construction 100% completion ........................ ........................... JUNE 2011 EXHIBIT B OTHER FEDERAL REQUIREMENTS The CHDO shall comply with all federal, state, and local laws and regulations applicable to the activities and performances rendered by the CHDO under this Agreement including, but not limited to, the laws and the regulations specified in Section I through VI of this Exhibit D. I. CIVIL RIGHTS The Fair Housing Act (42 U.S.C. 3601 -20) and implementing regulations at 24 CFR Part 100; Executive Order 11063, as amended by Executive Order 12259 (3 CFR, 1958 -1963 Cornp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing) and implementing regulations at 24 CFR Part 107; and Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) (Nondiscrimination in Federally Assisted Programs) and implementing regulations issued at 24 CFR Part 1; Executive Order 11063, as amended by Executive Order 12259, and 24 CFR Part 107, "Nondiscrimination and Equal Opportunity in Housing under Executive Order 11063." The failure or refusal of 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 B 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); e 1 0 EXHIBIT B Page 3 of 3 f 9 i Executive Order 11990, Protection of Wetlands, May 24, 1977 (42 Fed. Reg. 26961), particularly Sections 2 and 5; The Coastal Zone Management Act of 1972 (16 U.S.C. Sec. 1451 et seq.) as amended, particularly Section 307(c) and (d) (16 U.S.C. Sec. 1456(c) and (d)); The Safe Drinking Water Act of 1974 (42 U.S.C. Sec. 201. 300(f) et seq.) and (21 U.S.C. Sec. 349) as amended, particularly Section 1424 (e) (42 U.S.C. Sec. 300h- 303(e)); The Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.) as amended, particularly Section 7 (16 U.S.C. Sec. 1536); The Wild and Scenic Rivers Act of 1968 (16 U.S.C. Sec. 1271 et seq.) as amended, particularly Sections 7(b) and (c) (16 U.S.C. Sec. 1278(b) and (c)); The Clean Air Act (41 U.S.C. Sec. 7401 et seq.) as amended, particularly Sections 176(c) and (d) (42 U.S.C.-Sec. 7506(c) and (d)): Farmlands Protection and Policy Act of 1981 (7 U.S.C. Sec. 4201 et seq.); and 24 CFR Part 51, Environmental Criteria and Standards. IV. ACQUISITIONIRELOCATION 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 C 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 principal and entity 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. Signature Print Name of Authorized Individual 12121 LZQ10 Date H C5 310 L LCG Organization Name EXHIBIT D 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 Cis Chri; Improvement Corporation ( "CCCIC ") and ,HCS 310, LLC, a R: ed liabil doing business as Samuel Place Apartments, acting by and tF h# TG 110, Inc., a Texas corporation, as a Community Housing Dev ( "CHDO "), executed by CHDO on the date shown below, which agr�: incorporated in this instrument by reference ( "Agree'' t "), CHDO acc funds, in conjunction with the United States De rtm bf Housing and Development's Home Investment Partnersh . g j , m (`MME Progr by the CCCIC, for rehabilitation of the fold ib pro Y r„ munity pany, ember, M O ent u. )an administered See Exhibit 1 attached-and i A oraW by reference into this document, containito.the I W" b"scription and metes and bounds of Block C,;,tartvllton ex -3, located in Corpus Christi, ' Nueces Cou „Tex hereinafter referred ;:. to as the "Pr ater „ �. j Pursuant to the terms, dit� 666 covenants contained within the Agreement, as ow [ of the Proj1 and�r�t ansideration of receiving HOME Program funds, CHDO agr} .; td b n i the P rty with the affordability requirements specified in Title 24, Part 92.25 of the Q d S a es Code of Federal Regulations, for a period of not less than five (5)' ars, f oft ` to of completion of the rehabilitation of the c.: pletion presently unknown but anticipated to be on or about rty o Prope - :date f ` >;' Marc 1, 20 1. a” �; :. ; a m&;;cortstitutes a covenant running with the land and binds all '`' d transferees of the Property, p y g } success0 assigns, t such Propert being subject to this instrument. :>>> < #> (EXECUTION PAGE FOLLOWS) HCS 310, LLC, a limited liability company organized under the laws of the State of Texas and doing business as Samuel Place Apartments, by and through its sole member, TG 110, Inc., a Texas corporation Signature Printed Name Till Da ST. CC by Of liar Sai AF AT 0, 8) as PL EXHIBIT Zoo f . II A 4.162 -aoe tract of land and Uft Block C, CaniMon Annex 3, bang a replat of E Bkck'A & B as ra coded in Volume 45, Page 158 of the Map Reeds of Nueces Com . Tom, and baag =n particuMy d=ffiad to wit . Beginning at as aoa pin. being ft Southeast corner of the tanct nd belug looted an the North night - d-way liar of Carron L aar4 T NCE; N 61 0 40' - W, a total das uct of63OA fxt along tba South propnty Sin of Block C to a km amw being the 5oi;thmt comer of ft t T 10E; N 2r-20 A a tofial diatancc of 330:00 fad doug the West property Brae of Block C to ankonpipe being ft Nit oomr offt trams TJd WM S 61 0 40' -W % MOW distance of 440.00 feet alcaag tb� North pwpcdy Hne of Block C to a fc we cower bang an iatea or career; � E 7ymm; S 2r-2(r -w W, a tiotal dim of 14Q.00 Sect to a comer bang an Wmiar COMM TTI�NCE: S 61 F, a total Man= of 190.00 fipKi o an im pia bang to Nmibicw comer of this tract and being an dw North zW"f - -vmy liar o f Caarou'Law TfMN S 2S°- 20'40" W, a total distaaoe of 190.00 Scat Alwg *e North right -of=m line of C=OH Leave to the point of begging. .