HomeMy WebLinkAboutC2013-297 - 8/13/2013 - NA HOME LOAN AGREEMENT
between the
CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION (CCCIC)
and
The Palms at Leopard, Ltd.
STATE OF TEXAS §
COUNTY OF NUECES §
This HOME LOAN AGREEMENT (hereinafter "AGREEMENT") is hereby made and
entered into as of August , 2013, by and between the Corpus Christi Community
Improvement Corporation (hereinafter"CCCIC"), a Texas nonprofit corporation, acting by and
through its General Manager, and The Palms at Leopard, Ltd. a Texas limited partnership
organized under the laws of the State of Texas (hereinafter"BORROWER").
The general partner of the BORROWER is The Palms at Leopard GP LLC a Texas
limited liability company, for which the sole member is TG110, Inc. a Texas nonprofit
corporation.
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
accomplishments of the tasks described in this Agreement.
WHEREAS, CCCIC, through the City of Corpus Christi, Texas (hereinafter"CITY"), has
received certain funds from the U.S. Department of Housing and Urban Development ("HUD")
under Title II of the National Affordable Housing Act of 1990, (P.L. 101-625) for utilization in
connection with its HOME Investment Partnerships Grant(hereinafter"HOME Program"); and
WHEREAS, CCCIC has adopted a budget for such funds and has included therein the
expenditure of$865,000 of FY2012 HOME funds in the form of a subsidy loan with 1% interest
for a 20-year term with payments amortized over 30 years and paid from available net cash flow
(hereinafter "Loan") to BORROWER for the constriction of a residential rental affordable
housing apartment project entitled, "Palms at Leopard" (hereinafter"Project"); and
WHEREAS, CCCIC wishes to make the Loan to BORROWER in connection with
construction of the Project; and
WHEREAS, as a part of said Project implementation and management by BORROWER,
it is proposed that the Loan be made to BORROWER for, among other things, for construction
of the Project upon real property more particularly described in the Preliminary Budget and
Construction Schedule which is attached to this Agreement as Exhibit A, incorporated herein
and made a part hereof for all purposes (such real property and any and all improvements
located or to be located on the real property are referred to herein as the "Property"), such
Loan to be secured by, among other things, the Deed of Trust and the Assignment (each
hereinafter defined)against the Property; and
2013-297 Page 1 of 32
8113113
CCCIC
INDEXED
WHEREAS, BORROWER shall execute a covenant ("Restrictive Covenant of
Affordability"), to bind the Property for a period of twenty (20) years, to the terms of which are
set out in this Agreement and in the sample which is attached to this Agreement as Exhibit B.
The executed Restrictive Covenant of Affordability will then replace the sample Exhibit B
provided with this Agreement. The text of the executed Restrictive Covenant of Affordability is
then, by agreement of the parties, incorporated into this document by reference, and the new
Exhibit B will be recorded in the official deed records of Nueces County.
NOW THEREFORE, the parties hereto severally and collectively agree, and by the
execution hereof are bound, to the mutual obligations herein contained and to the performance
and accomplishment of the tasks hereinafter described:
I. TERM
1.1 This Agreement commences on the date of execution by the CCCIC and terminates on
the end of the Note term, unless otherwise specifically provided by the terms of this Agreement.
Except as otherwise provided for pursuant to the provisions hereof, this Agreement shall
commence immediately upon its execution and shall terminate at the end of the 30-year
amortization, with terms of repayment set forth in the Note. (See Loan Amortization Schedule
attached as Exhibit C.)
1.2 The completion date for construction work for the Project shall be no later than May 31,
2015.
1.3 The recital paragraphs and statements above preceding this Term section are hereby
incorporated into and made a part of this Agreement and the parties acknowledge that all such
paragraphs and statements are true.
II. SCOPE OF WORK
2.1 The Project will consist of new construction of 120 affordable multi-family housing units.
HOME funds provided under this Agreement will be utilized for the construction of eight (8)
HOME assisted floating units. Designation of the HOME assisted units shall be as follows: 2
one-bedroom units, 3 two-bedroom units, 2 three-bedroom units, and 1 four-bedroom unit.
III. DEFINITIONS
3.1 For purposes of this Agreement, in addition to the definitions and references set forth
throughout this AGREEMENT, the following terms shall have the meanings indicated:
Business Day: Every day of the week, except all Saturdays, Sundays and those
scheduled holidays officially adopted and approved by the CITY'S City Council for its
employees.
Environmental Law: Any federal, state, or local law, statute, ordinance, or regulation,
pertaining to health, industrial hygiene, or the environmental conditions on, under, or
about the Property, including without limitation, the following, as now or hereafter
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amended, Comprehensive Environmental Response, Compensation, and Liability Act of
1980 ("CERCLA"), 42 U.S.C.A. §9601 et seq.; Resource, Conservation and Recovery
Act, 24 U.S.C.A. §6901 et seq. as amended by the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99499, 100 Stat. 1613; the Toxic Substances
Control Act, 15 U.S.C.A. §2601 et seq.; Emergency Planning and Community Right to
Know Act of 1986, 42 U.S.C.A. §1101 et seq.; Clean Water Act ("CWA"), 33 U.S.C.A.
§1251 et seq., Clean Air Act, 42 U.S.C.A. §7401 et seq.; Federal Water Pollution Control
Act, 33 U.S.C.A. §1251 et seq.; and any corresponding state laws or ordinances
Including but not limited to the Texas Water Code §26.001 et seq.; Texas Health &
Safety Code §361.001 et seq.; Texas Solid Waste Disposal Act, Tex. Rev. Civ. Stat.
Ann. Art. 4477-7; and regulations, rules, guidelines, or standards promulgated pursuant
to such laws, statute and regulations, as such statutes, regulations, rules, guidelines,
and standards are amended from time to time.
Environmental Report: A report prepared by a reputable engineer or other party
satisfactory to CCCIC, in its reasonable determination andlor discretion, and in such
detail as CCCIC may require, indicating that no part of the Property is contaminated with
Hazardous Materials or is subject to undue risk of contamination by Hazardous
Materials, other than as described in that October 17, 2012 report prepared by RABA
Kutcher Environmental, Inc., and the related removal plan outlined in that February 6,
2013 proposal, the asbestos abatement air monitoring and abatement project manager
proposal outlined in that June 1, 2013 proposal made by Astex Environmental Services,
Inc., to BORROWER, the report dated May 14, 2013 (executed on May 20, 2013)made
by RABA Kutcher Environmental, Inc., and that abatement and air monitoring proposal
outlined in that May 1, 2013 proposal made byAstex Environmental Services, Inc.
First Lien Lender: Capital One, National Association, a national banking association,
together with its successors and assigns.
First Lien Loan --The loan from the First Lien Lender to BORROWER in the amount of
$11,560,000.00, and which will be governed and secured by the First Lien Loan
Documents.
First Lien Loan Documents: The documents governing, securing and/or evidencing the
First Lien Loan, including the promissory note dated on or about even date herewith in
the original principal sum of$11,560,000.00 executed by BORROWER for the benefit of
First Lien Lender, and all other documents governing, securing and/or evidencing the
loan evidenced by such promissory note. BORROWER agrees to provide a copy of the
First Lien Loan Documents upon request from CCCIC.
Governmental Authority: Any and all courts, boards, agencies, commissions, offices or
authorities of any nature whatsoever for any governmental unit (federal, state, county,
district, municipal, city or otherwise) whether now or hereafter in existence, having
jurisdiction over the applicable matter.
Hazardous Materials: Any flammables, explosives, radioactive materials, asbestos,
petroleum products or other hazardous waste, including, without limitation, substances
defined as "hazardous substances," "hazardous materials" or "toxic substances" in any
Environmental Law; excluding however, standard prepackaged household items and
supplies and materials necessary for the construction and operation of the Property.
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Improvements: The improvements now or hereafter located on the Property and being
generally described as new construction of 120-units multifamily rental development
located in Corpus Christi, Nueces County, Texas.
Leases: Any and all leases, subleases, licenses, concessions or other agreements
(written or oral, now or hereafter in effect)which grant a possessory interest in and to, or
the right to use, all or any part of the Property, together with all security and other
deposits made in connection therewith, and all other agreements, such as engineer's
contracts, utility contracts, maintenance agreements and service contracts, which in any
way relate to the design, use, occupancy, operation, maintenance, enjoyment or
ownership of the Property, save and except any and all leases, subleases or other
agreements pursuant to which BORROWER is granted a possessory interest in the
Property and easement agreements filed of record prior to the Deed of Trust.
Legal Requirements: All laws, ordinances, statutes, codes, rules, regulations, orders
and decrees of the United States, the state, the county, the city, or any other political
subdivision in which the Property is located, and any other political subdivision, agency
or instrumentality exercising jurisdiction over BORROWER, or the Property, including,
without limitation, the following (to the extent applicable to the Property): the Civil Rights
Act of 1964 (42 U.S.C. 2000(d); Equal Opportunity in Housing (Executive Order 11063,
as amended by Executive Order 12259); Executive Order 11246; Age Discrimination Act
of 1975 (42 U.S.C. 6101 et seq.); Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.);
Fair Credit Reporting Act (15 U.S.C. 1681 et seq.); Fair Housing Act (42 U.S.C. 3601 et
seq.); the Americans with Disabilities Act of 1990 (P.L. 101-336; Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794); Architectural Barriers Act of 1968 (42 U.S.C.
4151 et seq.); Federal Drug Free Workplace Act of 1988 and the regulations
promulgated thereunder including, without limitation, 54 CFR Part 4956, Section 3 of the
Housing and Urban Development Act of 1968; Executive Orders 11625, 12432 and
12138, as amended; the Copeland "Anti-Kickback" Act (18 U.S.C. § 874 et seq.);
Sections 103 and 107 of the Work Hours and Safety Standards Act. (40 U.S.C. § 327 et
seq.); the Uniform Relocation Assistance and Real Property Acquisition Policies Act (42
U.S.C. § 4201 et seq.); the Housing and Community Development Act of 1974; the
National Environmental Policy Act (42 U.S.C. §4321 et seq.); ("NEPA"); the Lead-Based
Paint Poisoning Prevention Act (42 U.S.C. § 4321 et seq.); the State of Texas Senate
Bill 1356; Title 8, and Chapter 92 of the Texas Property Code; Solid Waste Disposal Act
TEX. HEALTH & SAFETY CODE Ann. Ch. 361; Comprehensive Municipal Solid Waste
Management, Resource Recovery, and Conservation Act; TEX. HEALTH & SAFETY
CODE Ann. Ch. 363; County Solid Waste Control Act; TEX. HEALTH & SAFETY CODE
Ann. Ch. 364; Texas Clean Air Act, TEX, HEALTH AND SAFETY CODE Ann. Ch.; and
Hazardous Communication Act, TEXAS HEALTH AND SAFETY CODE Ann. Ch. 502;
and such Governmental Requirements as may be amended from time to time or
superseded and all of their implementing regulations, as may be amended.
Loan Documents: (i) this AGREEMENT, (ii) the "Second Lien HOME Promissory Note"
(the "Note") (iii) the "Second Lien HOME Deed of Trust" (the "Deed of Trust") (iv) the
"Assignment of Leases and Rentals" (the "Assignment") and (v)the "Deed Covenant to
Bind Property for Period of Affordability" (the "Covenant"), and any and all other
documents now or hereafter executed by BORROWER to evidence or secure the
payment of the Indebtedness or the performance of the Obligations.
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Obligations: Any and all of the covenants, conditions, warranties, representations and
other obligations (other than to repay the Indebtedness) made or undertaken by
BORROWER for the benefit of CCCIC as set forth in any of the Loan Documents.
Plans: Any and all contracts and agreements, written or oral, between Architect and
BORROWER, together with the final plans, specifications, shop drawings and other
technical descriptions prepared for the rehabilitation of the Improvements, and all
amendments and modifications thereof.
Pro e : Such real property and any and all improvements along with any
reconstruction done or hereafter to be done, which is encumbered by the Deed of Trust.
Subordination Agreement: That Intercreditor and Subordination Agreement dated of
even date herewith executed by CCCIC, BORROWER and First Lien Lender.
Third Lien Lender: TG 110, Inc., a Texas non-profit corporation, together with its
successors and assigns.
Third Lien Loan — The loan from the Third Lien Lender in the amount of $250,000.00,
and which will be governed and secured by the Third Lien Loan Documents.
Third Lien Loan Documents: The documents governing, securing and/or evidencing the
Third Lien Loan, including the promissory note dated on or about even date herewith in
the original principal sum of$250,000.00 executed for the benefit of Third Lien Lender,
and all other documents governing, securing and/or evidencing the loan evidenced by
such promissory note.
IV. REPRESENTATIVES
4.1 Unless written notification by BORROWER to the contrary is received and approved by
CCCIC, BORROWER's Executive Director shall be BORROWER's designated representative
responsible for the management of all contractual matters pertaining to this AGREEMENT.
4.2 CCCIC, acting through staff designated by the General Manager, is responsible for the
administration of this AGREEMENT.
4.3 Communications between CCCIC and BORROWER shall be directed to the designated
representatives of each as set forth in paragraphs numbered 4.2 and 4.3 hereinabove.
V. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS
1.1 BORROWER understands that funds provided to it pursuant to this AGREEMENT are
funds, which have been made available to CCCIC, through the CITY, by the federal government
under the HOME Investment Partnership Program (Final Rule) and in accordance with CITY's
HUD-approved Grant Application and with other specific assurances made and executed by
CITY. BORROWER, therefore, assures and certifies that it will comply, and will ensure
compliance by BORROWER, in all material respects, with the requirements of the HOME
Investment Partnership Program (Final Rule) and with all regulations promulgated thereunder,
codified at Title 24 of the Code of Federal Regulations. BORROWER understands, however,
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that the HOME Investment Partnership Program (Final Rule) in no way is meant to constitute a
complete compilation of all duties imposed upon BORROWER by law or administrative ruling, or
to narrow the standards which BORROWER must follow. Accordingly, BORROWER
understands that if the regulations and issuances promulgated pursuant to the HOME
Investment Partnership Program (Final Rule) are amended or revised, it shall comply with them,
if required, or otherwise promptly notify CCCIC pursuant to the provisions of this AGREEMENT.
5.2 BORROWER understands that summaries of certain compliance requirements
mandated by applicable laws or regulations are available from the CCCIC, and that
BORROWER must at all times remain in compliance therewith; BORROWER further
understands that said summaries are intended only as such and in no way are meant to
constitute a complete compilation of all duties imposed upon BORROWER by law or
administrative ruling, or to narrow the standards which BORROWER must follow.
5.3 BORROWER will inform all contractors and subcontractors receiving funds in connection
with this Project that they shall comply with any and all applicable federal and state laws, rules
and regulations and that provisions mandating compliance with all applicable federal and state
laws, rules, and regulations will be included as part of every contract awarded in connection with
this Project.
5.4 BORROWER shall observe and comply with all Legal Requirements in all material
aspects.
VI. BORROWER'S WARRANTIES AND REPRESENTATIONS
6.1 Responsibility. BORROWER shall be solely responsible for all aspects of
BORROWER's respective business and conduct in connection with the construction of the
Property, including without limitation:
(A) The quality and suitability of the plans;
(B) Supervision of the construction of the Improvements;
(C) The qualifications, financial condition and performance of all architects,
engineers, contractors, subcontractors and material suppliers, consultants, and property
managers;
(D) Conformance of construction of the Improvements to all Legal Requirements and
to the requirements of this Agreement; and
(E) The quality and suitability of all materials and workmanship.
(F) The performance of the Project, of all services and activities set forth in this
AGREEMENT.
6.2 Performance. BORROWER hereby accepts responsibility for the performance, in a
satisfactory and efficient manner as determined by CCCIC, in its reasonable determination
and/or discretion, of all services and activities set forth in this AGREEMENT.
6.3 Legal Authority. All action on BORROWER's part requisite for the due authorization,
creation, issuance, execution and delivery of this AGREEMENT, the Loan Documents has been
duly and effectively taken. More specifically, BORROWER possess the legal authority,
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pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to
enter into this AGREEMENT, the Loan Documents and to perform the responsibilities herein
required, and each such document entered into by BORROWER as applicable, constitutes a
legal and binding obligation of, and is valid and enforceable against, BORROWER and the
Property(as the case may be) in accordance with the terms thereof.
6.4 Executive Director Authority. BORROWER represents, warrants, assures and
guarantees that the individual, herein the Executive Director of TG 110, Inc., executing this
AGREEMENT has full legal authority to execute this AGREEMENT on behalf of BORROWER ,
as applicable, and to bind BORROWER, as applicable, to all terms, performances and
provisions herein contained.
6.5 Documentation of Authority. BORROWER has delivered to CCCIC duly executed
documentation creating and lawfully establishing BORROWER, including evidence of any
required filing with the Secretary of State.
6.6 Dispute as to Legal Authority. In the event that a dispute arises as to the legal authority
to enter into this AGREEMENT of either the BORROWER or the person signing on behalf of
BORROWER, and same is not dismissed within ninety (90) days, CCCIC shall have the right, at
its option, to either temporarily suspend or permanently terminate this AGREEMENT. Should
CCCIC suspend or permanently terminate this AGREEMENT pursuant to this paragraph,
however, BORROWER shall be liable to CCCIC for any money it has received from CCCIC for
performance of any of the provisions hereof.
6.7 Claims. Except as may be otherwise set forth on any exhibit attached hereto, there are
no claims, demands, suits, proceedings, causes of action or other actions (hereinafter
collectively referred to as "claims") of a material nature pending or, to the knowledge of
BORROWER , threatened against or affecting BORROWER, or the Property, or involving the
validity or enforceability of the Deed of Trust or the priority of the liens and security interests
created therein; and no event has occurred (including specifically BORROWER's execution of
the respective Loan Documents, and Borrower's consummation of the loan represented
thereby) which will violate, be in conflict with, result in the breach of or constitute (with due
notice or lapse of time, or both) a default under any Legal Requirement or result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever on the Property
other than the liens and security interests created by or expressly permitted under the Loan
Documents.
6.8 Notice of Claims. In the event that any material claims are made or brought against
BORROWER or the Property, BORROWER shall give written notice thereof to CCCIC within
five (5) business days after itself being notified. BORROWER's notice to CCCIC shall state the
date of notification to BORROWER (as applicable) of the claim; the names and addresses of
those instituting or threatening to institute the claim, the basis of the claim; and the name(s) of
any others against whom the claim is being made or threatened. Written notice pursuant to this
Article shall be delivered either personally or by mail in accordance with this AGREEMENT.
6.9 Compliance with Legal Requirements.
(A) BORROWER has (or prior to commencement of the construction referred to herein
will have) (i) received all requisite building permits and approvals in connection with the
Project, (ii) filed and/or recorded all requisite plats and other instruments and (iii)
complied or ensured the compliance with all Legal Requirements required to be met
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prior to commencement of the demolition or reconstruction work done in connection with
the Project.
(B) The units to be constructed in accordance with this AGREEMENT must, at a
minimum, meet or exceed the requirements of the Texas Property Code relating to
security devices and other applicable requirements for residential tenancies and will
adhere to the City of Corpus Christi Building Code, and all other required property
standards in accordance with 24 C.F.R. § 92.251.
(C) BORROWER shall ensure that the Property meets the lead-based paint
requirements set forth in 24 CFR Part 35 Subparts A, B, J, K, M, and R, as applicable.
6.10 Notice to Proceed. BORROWER must receive a "Notice to Proceed" from First Lien
Lender and CCCIC prior to the start of any construction activities and/or prior to disbursements
of funding for eligible costs.
6.11 Streets Easement Utilities and Services. All streets, easements, utilities and related
services necessary for the construction of the Improvements and the operation thereof for their
intended purpose are (or will be when required) available to the boundaries of the Project,
Including, without limitation, potable water, storm and sanitary sewer, gas, electric and
telephone facilities and garbage removal.
VII. ENVIRONMENTAL LAW REQUIREMENTS
7.1 Based upon the Environmental Report, BORROWER warrants that, to the best of
BORROWER's knowledge, the Property has not been the site of any activity that would violate
any past or present Legal Requirements, including, without limitation, any Environmental Law
except as disclosed in the Environmental Report. Specifically, without limitation, except as
disclosed to the CCCIC in the Environmental Report provided to CCCIC, (i) no solid waste, as
that term is defined in the Texas Solid Waste Disposal Act, and no petroleum or petroleum
products have been handled on the Property such that they may have leaked or spilled on to the
Property or contaminated the Property, (ii) there is no on-site contamination resulting from
activities on the Property or adjacent tracts, (iii) there is no off-site contamination resulting from
activities on the Property, (iv)the Property contains no Hazardous Materials and (v)there are no
underground storage tanks located in, on or under the Property.
VIII. MAINTENANCE OF EFFORT
8.1 BORROWER agrees that the funds and resources provided to it under the terms of this
AGREEMENT shall in no way be substituted for funds and resources provided from other
sources, nor shall such funds and resources in any way serve to reduce the funds, resources,
services, or other benefits which would have been available to, or provided through,
BORROWER had this AGREEMENT not been executed.
IX. PERFORMANCE BY BORROWER
9.1 BORROWER, in accordance and compliance with the terms, provisions and
requirements of this AGREEMENT, shall manage, perform and provide all of the activities and
services required under this AGREEMENT in connection with the Project to CCCIC's
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satisfaction, in its reasonable determination and/or discretion. The funds available for utilization
hereunder shall be expended only in accordance with the terns of this AGREEMENT for
construction of 8 HOME assisted units. BORROWER shall submit a Project budget and
construction schedule ("Construction Schedule") within ten (10) days of start of construction
activities.
X. DRAW REQUESTS
10.1 Provided no Event of Default (as defined in the Loan Documents) has occurred or
remains uncured, CCCIC will deliver funding reimbursement to BORROWER, to be used by
BORROWER to construct the Project, up to eight hundred sixty-five thousand dollars
($865,000), upon request of the BORROWER as work in place is completed and work has been
verified by CCCIC.
10.2 BORROWER estimates the following draw schedule, which CCCIC hereby approves;
provided, however, BORROWER shall not be bound by the following draw schedule:
Draw#1 -$100,000—estimated September 2013
Draw#2 -$150,000—estimated October 2013
Draw#3-$150,000—estimated November 2013
Draw#4-$150,000—estimated December 2013
Draw#5-$150.000—estimated January 2014
Subtotal = $700,000—estimated October—December 2014
The remaining $165,000 will be funded upon completion of construction of the
Improvements.
XI. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 Except as otherwise provided in the Deed of Trust's Permitted Exceptions executed by
BORROWER and dated as of even date herein, prior to and during the period of time that
payment may be made hereunder and so long as any payments remain unliquidated,
BORROWER covenants that it shall not, without the prior written consent of CCCIC's General
Manager or his designate, such consent not to be unreasonably delayed, withheld or
conditioned:
(A) Further mortgage, pledge, or otherwise encumber or cause to be encumbered
any of the assets of BORROWER now owned or hereafter acquired by it, except for
pursuant to the First Lien Loan Documents, the Loan Documents, the Third Lien Loan
Documents, and any refinancing of the First Lien Loan and/or the Third Lien Loan, and
CCCIC expressly permits such refinancings;
(B) Permit any pre-existing mortgages, liens, or other encumbrances to remain on or
attached to any of the assets of BORROWER which are allocated to the performance of
this AGREEMENT and with respect to which CCCIC has ownership hereunder;
(C) Sell, assign, pledge, transfer or otherwise dispose of BORROWER's accounts
receivable, notes or claims for money due or to become due, other than to the First Lien
Lender, the Third Lien Lender, BORROWER, and other than collateral assignments by
BORROWER'S general partner of its interests in Borrower to secure funding for the
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Project, and transfers by borrower's limited partners of their limited partnership interests
in BORROWER pursuant to BORROWER's partnership agreement.
(D) Sell, convey, or lease all or any substantial part of BORROWER's assets other
than for residential use; or
(E) Permit BORROWER to make any advance or loan to, or incur any liability as
guarantor, surety or accommodation endorser for any other firm, person, entity or
corporation.
11.2 Each of the foregoing representations, warranties and covenants shall be continuing and
deemed repeated each time BORROWER submits a new request for payment in accordance
with the terms, provisions and requirements of this AGREEMENT.
XII. EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION
12.1 BORROWER shall comply with all applicable local, state and federal equal employment
opportunity and affirmative action rules, regulations and laws.
XIII. NONDISCRIMINATION
13.1 BORROWER covenants that it, or its agents, employees or anyone under its control, will
not discriminate against any individual or group on account of race, color, sex, age, religion,
national origin, handicap or familial status, in employment practices or in the use of or admission
to the Property, which said discrimination BORROWER acknowledges is prohibited.
XIV. CONFLICT OF INTEREST
14.1 BORROWER covenants that neither it nor any member of its governing body or of its
staff presently has any interest, direct or indirect, which would conflict in any manner or degree
with the performance of services required to be performed under this AGREEMENT.
BORROWER further covenants that in the performance of this AGREEMENT, no persons
having such interest shall be employed or appointed as a member of its governing body or of its
staff.
14.2 BORROWER further covenants that no member of its governing body or of its staff shall
possess any interest in, or use their position for, a purpose that is or gives the appearance of
being motivated by desire for private gain for themselves or others, particularly those with which
they have family, business, or other ties.
14.3 No member of CCCIC's governing body or of its staff who exercises any function or
responsibility in the review or approval of the undertaking or carrying out of this AGREEMENT
shall:
(A) Participate in any decision relating to this AGREEMENT, which may affect his or
her personal interest or the interest of any corporation, partnership, or association in
which he or she has a direct or indirect interest; or
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(B) Have any direct or indirect interest in this AGREEMENT or the proceeds thereof.
XV. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
PROPOSED DEBARMENT, AND OTHER
RESPONSIBILITY MATTERS
15.1 BORROWER shall comply with non-procurement, debarment and suspension standards
set forth in 2 CFR Part 184, Subpart C, as required by 2 CFR Part 2424 and shall not employ,
award a contract to, or fund any person that has been debarred, suspended, proposed for
debarment or placed on ineligibility status by HUD or the Department.
15.2 BORROWER certifies, and the CCCIC relies thereon in execution of this AGREEMENT,
that neither BORROWER nor its Principals are presently debarred, suspended, proposed for
debarment, or declared ineligible, or voluntarily excluded for the award, proposed for
debarment, or declared ineligible, or voluntarily excluded for the award of contracts by any
Federal governmental agency or department.
15.3 "Principals," for the purposes of this certification, means officers, directors, owners,
partners, and persons having primary management or supervisory responsibilities within a
business entity (e.g., general manager, plant manager, head of subsidiary, division, or business
segment, and similar positions).
15.4 BORROWER shall provide prompt written notice to CCCIC, in accordance with the
AGREEMENT if, at any time during the term of this AGREEMENT, including any renewals
hereof, BORROWER learns that its certification was erroneous when made or has become
erroneous by reason of changed circumstances.
15.5 BORROWER's certification is a material representation of fact upon which the CCCIC
has relied in entering into this AGREEMENT. Should CCCIC determine, at any time during this
AGREEMENT, including any renewals hereof, that this certification is false, or should it become
false due to changed circumstances, the CCCIC may terminate this AGREEMENT in
accordance with the Termination provision herein.
XVI. SUB-CONTRACTING
16.1 Any other clause of this AGREEMENT to the contrary notwithstanding, none of the work
or services covered by this AGREEMENT shall be sub-contracted without the prior written
approval of CCCIC. Any work or services approved for sub-contracting hereunder, however,
shall be sub-contracted only by written contract or agreement and, unless specific waiver is
granted in writing by CCCIC, shall be subject by its terms to each and every provision of this
AGREEMENT. Compliance by sub-contractors with this AGREEMENT shall be the
responsibility of BORROWER. Notwithstanding the foregoing, CCCIC acknowledges that
BORROWER will enter into a construction contract with a general contractor and a development
agreement with a developer, for each party to provide services with respect to the construction
of the Project. Such sub-contractors are expressly permitted, and it is acknowledged that the
general contractor and the developer will be permitted to sub-contract certain services under
their respective contracts.
16.2 BORROWER agrees that no sub-contract approved pursuant to this AGREEMENT shall
provide for payment on a "cost plus a percentage of cost" basis.
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16.3 Despite CCCIC approval of a sub-contract, CCCIC shall in no event be obligated to any
third party, including any sub-contractor of BORROWER, for performance of work or services,
nor shall CCCIC funds ever be used for payment of work or services performed prior to the date
of AGREEMENT execution or extending beyond the date of AGREEMENT expiration.
XVII. RECORDS AND REPORTS, and MONITORING AND INSPECTION
17.1 Records and Reports.
(A) Any and all information, reports, papers and other data (including, without limitation,
any and all balance sheets, statements of income or loss, reconciliation of surplus and
financial data of any other kind) heretofore furnished, or to be furnished, to CCCIC by or
on behalf of BORROWER are, or when delivered will be, true and correct in all material
respects; all financial data has been, or when delivered will have been, prepared in
accordance with generally accepted accounting principles consistently applied and fully
and accurately present, or will present, the financial condition of the subjects thereof as
of the dates thereof; and, with respect to the financial data heretofore furnished, no
materially adverse change has occurred in the financial condition reflected therein since
the dates thereof.
(B) Maintenance of records shall be in compliance with all terms, provisions and
requirements of this HOME LOAN AGREEMENT and with all applicable federal and
state regulations establishing standards for financial management; and
Record system shall contain sufficient documentation to provide in detail full support of
each expenditure.
BORROWER agrees to retain, for the period of time and under the conditions specified
by CCCIC, all books, records, documents, reports, and written accounting policies and
procedures pertaining to the Project and expenditures of funds under the HOME LOAN
AGREEMENT.
BORROWER agrees to include the substance of this Article in all of its sub-contracts.
(C) At any reasonable time and as often as CCCIC may deem necessary,
BORROWER shall make all of its records available to CCCIC, HUD, or any of their
agents or authorized representatives, and shall permit CCCIC, HUD, or any of their
agents or authorized representatives to audit, examine, and make excerpts and/or
copies of same. BORROWER's records shall include, but shall not be limited to, the
following: books, records, accounting data and other documents of Borrower that relate
in any way to the Property, including without limiting the generality of the foregoing all
permits, licenses, consents and approvals of all Governmental Authorities having
jurisdiction over Borrower, or the Property. Borrower shall furnish CCCIC with
convenient facilities for the foregoing purpose.
(D) At a minimum, monthly performance records and reports shall be submitted to
CCCIC by BORROWER or before the fifteenth (15th) calendar day of each month with
each report reflecting the previous month. During construction of the Project, the
monthly report shall contain details related to construction progress. Following
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completion of the Project, such report shall contain details related to the financial
performance (including leasing activity and an income statement regarding the Project.
The form of such report must meet the approval of CCCIC, and BORROWER agrees to
make any and all changes to such form as may be recommended by CCCIC, as well as
provide additional information in connection with such reports as may be requested by
CCCIC. CCCIC agrees to accept copies of any monthly reports that may be submitted
to First Lien Lender or BORROWER's investor limited partner in satisfaction of this
requirement.
17.2 Monitorina and Inspection.
(A) CCCIC, through its officers, agents or employees, shall have the right to enter upon
the Property and perform on-site monitoring and inspection to determine that
BORROWER's performance is in conformity with the Plans and all the requirements of
the AGREEMENT during regular business hours.
(B)With reasonable notice to BORROWER, and in accordance with the leases affecting
the Property, BORROWER agrees that CCCIC and HUD may, at CCCIC's and HUD's
sole discretion, carry out monitoring and evaluation activities so as to ensure compliance
by BORROWER.
(C) BORROWER agrees to cooperate with CCCIC in the development, implementation
and maintenance of record-keeping systems and to provide CCCIC with any data
determined by CCCIC in reasonable determination and/or discretion, to be necessary for
its effective fulfillment of its monitoring and evaluation responsibilities.
(D) BORROWER agrees that it will cooperate with CCCIC and HUD in such a way so
as not to obstruct or delay CCCIC or HUD in its monitoring of BORROWER's
performance and that they will designate one of its staff to coordinate the monitoring
process as requested by CCCIC and/or HUD staff.
(E) After each official monitoring visit, CCCIC shall provide BORROWER with a written
report of monitoring findings.
17.3 Copies of any fiscal, management, or audit reports related to the Property by any of
BORROWER's 's funding or regulatory bodies shall be submitted by BORROWER to CCCIC's
General Manager or designate within five (5) business days of receipt thereof by BORROWER.
17.4 It is expressly understood and agreed that CCCIC shall have no duty to supervise or to
inspect the construction activities or any books and records, and that any such inspection shall
be for the sole purpose of determining whether or not the obligations of BORROWER are being
properly discharged and or preserving CCCIC rights hereunder. If CCCIC or its agent acting on
its behalf inspects the construction activities or any books and records, CCCIC shall have no
liability or obligation to BORROWER or any third party arising out of such inspection. CCCIC's
failure to inspect the construction activities or any part thereof or any books and records shall
not constitute a waiver of any of CCCIC's rights hereunder. Neither BORROWER nor any third
party shall be entitled to rely upon any such inspection or review.
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XVIII. AUDITS, BONDING AND INSURANCE
18.1 Audits.
(A) Unless otherwise directed by the CCCIC, BORROWER 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:
(i) BORROWER shall have an audit made in accordance with 24 CFR 92.506, 24
CFR Part 44. or OMB Circular A-133 for any of its fiscal years included within the
AGREEMENT period specified in Section II of this AGREEMENT in which
BORROWER 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 or low-income housing credits. The term includes awards
of federal financial assistance received directly from federal agencies, or indirectly
through other units of state and local government.
(ii) Intentionally omitted.
(iii) Notwithstanding prior provisions of this AGREEMENT, BORROWER 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
BORROWER.
(iv) Unless otherwise specifically authorized by the CCCIC in writing, BORROWER
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 are subject to review and resolution by the CCCIC
or its authorized representative.
(v) As part of its audit, BORROWER shall verify expenditures according to the
Budget and Construction Schedule attached and incorporated as Exhibit A.
(B) Notwithstanding subsection A of this Section 18, the CCCIC reserves the right to
conduct an annual financial and compliance audit of funds received and performances
rendered under this AGREEMENT. BORROWER agrees to permit the CCCIC or its
authorized agent or representative to audit BORROWER's records and to obtain any
documents, materials, or information necessary to facilitate such audit. Should an audit
not be required by sub-section A of this Section 17, BORROWER shall provide an
annual audit to the CCCIC of funds received in performance of this AGREEMENT.
(C) BORROWER understands and agrees that it shall be liable to CCCIC for any costs
disallowed pursuant to financial and compliance audit(s) of funds received under this
AGREEMENT. BORROWER further understands and agrees that reimbursement to
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CCCIC of such disallowed costs shall be paid by BORROWER from funds which were
not provided or otherwise made available to BORROWER under this AGREEMENT.
(D) BORROWER shall take all necessary actions to facilitate the performance of such
audit or audits conducted pursuant to this Section 18 as the CCCIC may require of
BORROWER.
18.2 Bonding and Insurance.
(A) BORROWER shall observe sound business practices with respect to providing such
bonding and insurance as would provide adequate coverage for activities under this
AGREEMENT; provided, however, that the foregoing provision of this paragraph shall in
no way be construed or deemed to limit or diminish the insurance requirements set forth
in the other Loan Documents with which BORROWER must comply and maintain.
(i) Liability Insurance. At least ten (10) days prior to start of construction,
BORROWER shall provide a Certificate of Insurance evidencing the required
insurance coverage set forth in the attached and incorporated Exhibit F.
(ii) Fire and Extended Coverage. BORROWER shall have in force throughout the
term of this Agreement and throughout the affordability period fire and extended
coverage insurance in an amount sufficient to cover the replacement cost (HOME
funds invested) in the Project. The insurance policy shall name the CCCIC as loss
payees using a standard loss payee clause. A certificate to that effect must be
provided to the CCCIC prior to the commencement of construction of the Project.
(iii) Notice to CCCIC. BORROWER 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. The insurer utilized by BORROWER
is subject to approval of the CCCIC. Failure to maintain such insurance will be
cause for the CCCIC to take control of the Project HOME funds and will cancel any
claim that BORROWER may have to draw HOME funds under this Agreement
unless and until such failure is cured.
(iv) Right to Re-evaluate and Adjust Limits. The CCCIC, through its General
Manager or his designee, retains the right to, in the General Manager's reasonable
discretions, re-evaluate the insurance requirements and adjust the coverage limits,
up or down, upon thirty (30) days written notice to BORROWER. Insurance
coverage limits may not be adjusted more frequently than once per year.
(B) Upon signing this AGREEMENT, and annually thereafter for the duration of the Note,
in addition to any other requirements and obligations of BORROWER in the other Loan
Documents, BORROWER shall provide CCCIC: (1) proof of timely (i.e. before past due)
payment in full of all taxes assessed against the Property and (2) evidence of
BORROWER' current payment status on all loans in connection with the Property and
the Project.
(C) Premiums chargeable for any and all insurance referred to in this Article be paid by
BORROWER, at its own expense, unless otherwise authorized in writing by CCCIC, and
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such insurance shall be kept in force during and throughout the term of this
AGREEMENT.
(D) BORROWER must provide to CCCIC certificates evidencing renewals or
replacements of the policies of said insurance prior to the expiration or cancellation of
any such policies. Additionally, BORROWER shall provide CCCIC evidence of the
payment of all premiums therefor.
(E) Actual losses not covered by insurance as required by this Article shall not be
allowable costs under this AGREEMENT, and shall therefore remain the sole
responsibility of BORROWER.
IXX. INDEMNIFICATION
19.1 BORROWER covenants and agrees to FULLY INDEMNIFY and HOLD
HARMLESS, the CCCIC and the elected officials, employees, officers,
directors, volunteers, agents and representatives of the CCCIC, individually
or collectively, from and against any and all costs, claims, liens, damages,
losses, expenses, fees, fines, penalties, proceedings, actions, demands,
causes of action, liability and suits of any kind and nature, including but
not limited to, personal or bodily injury, death and property damage, made
upon the CCCIC, directly or indirectly arising out of, resulting from or
related to BORROWER's activities under this AGREEMENT, including any
acts or omissions of BORROWER, any agent, officer, director,
representative, employee, consultant, contractor or subcontractor of
BORROWER, and their respective officers, agents, employees, directors
and representatives while in the exercise or performance of the rights or
duties under this AGREEMENT, all without, however, waiving any
governmental immunity available to the CCCIC under Texas law and
without waiving any defenses of the parties under Texas law. IT IS
FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL
APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES,
EXPENSES, FEES, FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF
ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM THE
NEGLIGENCE OF CCCIC, THE ELECTED OFFICIALS, EMPLOYEES,
OFFICERS, DIRECTORS, VOLUNTEERS, AGENTS, AND
REPRESENTATIVES OF CCCiC, UNDER THIS AGREEMENT. The
provisions of this INDEMNIFICATION are solely for the benefit of the parties
hereto and not intended to create or grant any rights, contractual or
otherwise, to any other person or entity. BORROWER shall promptly
advise the CCCIC in writing of any claim or demand against the CCCIC or
BORROWER known to BORROWER related to or arising out of
BORROWER's activities under this AGREEMENT and shall see to the
investigation and defense of such claim or demand at BORROWER's cost.
Page 16 of 32
The CCCIC shall have the right, at its option and at its own expense, to
participate in such defense without relieving BORROWER of any of its
obligations under this paragraph.
19.2 It is the EXPRESS INTENT of the parties to this AGREEMENT that the
INDEMNITY provided for in this Article is an INDEMNITY extended by
BORROWER to INDEMNIFY, PROTECT, and HOLD HARMLESS CCCIC from
the consequences of the CCCIC's OWN NEGLIGENCE, provided however,
that the INDEMNITY provided for in this Article SHALL APPLY only when
the NEGLIGENT ACT of CCCIC is a CONTRIBUTORY OR CONCURRENT
CAUSE of the resultant injury, death, or damage, and shall have no
application when the negligent act of the CCCIC is the sole cause of the
resultant injury, death or damage, or is the result of CCCIC's gross
negligence and/or willful misconduct. BORROWER further AGREES TO
DEFEND, AT ITS OWN EXPENSE and ON BEHALF OF THE CCCIC AND IN
THE NAME OF THE CCCIC, any claim or litigation brought against the
CCCIC and its elected officials, employees, officers, directors, volunteers,
agents, and representatives, in connection with any such injury, death, or
damage for which this INDEMNITY shall apply, as set forth above.
99.3 It is expressly understood and agreed that BORROWER is and shall
be deemed to be an independent contractor and operator responsible to all
parties for its respective acts or omissions and that CCCIC shall in no way
be responsible therefor.
XX. PUBLICITY
20.1 In any news release, sign, (other than permanent signage on the Property) brochure, or
other advertising medium disseminating information prepared or distributed by or for
BORROWER; however, mention shall be made of HUD funded CCCIC participation having
made this Project possible.
XXI. PUBLICATIONS
21.1 All published materials and written reports submitted to CCCIC pursuant to this
AGREEMENT shall be originally developed unless otherwise specifically provided for herein. If
material not originally developed is included in a report, however, said material shall have its
source identified, either in the body of the report or by footnote, regardless of whether the
material is in a verbatim or extensive paraphrase format.
21.2 All published materials submitted to CCCIC pursuant to this Project shall include the
following reference on the front cover or title page:
"This document was prepared in accordance with the City of
Corpus Christi's HOME Investment Partnerships Program, with
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funding received from the United States Department of Housing
and Urban Development."
XXII. RIGHTS TO PROPOSAL AND CONTRACTUAL MATERIAL
22.1 Copies of all finished or unfinished reports, documents, data, studies, surveys, charts,
drawings, maps, models, photographs, designs, plans, schedules, or other appended
documentation to any proposal or contract, and any responses, inquiries, correspondence and
related material submitted to CCCIC by BORROWER, shall, upon receipt, become the property
of CCCIC, unless otherwise specified.
XXIII. FUNDING APPLICATIONS
23.1 BORROWER agrees to notify CCCIC each time it is preparing or submitting any
application for funding (other than as set forth in the Deed of Trust's Permitted Exceptions
and/or Partnership Agreement) after the date hereof. When so preparing or submitting such an
application, the following procedures shall be adhered to by BORROWER:
(A) When the funding application is in the planning stages, a description of the funds
being applied for and of the proposed use for the funds shall be submitted by
BORROWER to CCCIC;
(B) Upon award or notice of award, whichever is sooner, BORROWER shall notify
CCCIC of the award or notice thereof, and of the effect, if any, of such funding on the
funds and programs agreed to hereunder. Such notice shall be submitted by
BORROWER to CCCIC, in writing, within ten (10) business days of receipt of the award
or notice thereof, together with copies of the applicable budget, personnel complement,
program description, and contract; and
(C) Except pursuant to prior written consent of CCCIC, BORROWER shall not use,
either directly or indirectly, resources provided hereunder to prepare applications for
other federal, other public or private funds, nor shall said resources be used, directly or
indirectly, as contributions.
XXIV. NOTICE AND CURE
24.1 Notwithstanding anything to the contrary set forth herein or in any of the other Loan
Documents, where it is determined that BORROWER has failed to comply with any of the terms
and/or conditions of this AGREEMENT and/or any of the terms of any of the other Loan
Documents, CCCIC shall notify BORROWER of such determination and shall grant
BORROWER ten (10)days to complete corrective monetary violations or defaults and thirty(30)
days to complete corrective non-monetary violations or defaults prior to enforcing any of it
remedies set forth herein or in any of the other Loan Documents. CCCIC hereby agrees that
any cure of any default made or offered by any of BORROWER'S limited partners or any
affiliate of any of BORROWER'S limited partners or their respective successors or assigns shall
be deemed to be a cure by BORROWER and shall be accepted or rejected on the same basis
as if made or tendered by BORROWER.
Page 18 of 32
XXV. SUSPENSION OF FUNDING
25.1 Upon reasonable determination by CCCIC of BORROWER's failure to timely and
properly perform pursuant to the provisions of this AGREEMENT beyond any applicable notice
and cure period, or of any of the other Loan Documents beyond any applicable notice and cure
period, CCCIC, without limiting or waiving any rights it may otherwise have, may, at its
discretion,withhold any, all and further payments of HOME program funds to BORROWER.
25.2 The period of funding suspension shall be of such duration as CCCIC reasonably deems
appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar
days. Upon expiration of the suspension period:
(A) Should CCCIC determine that the default or deficiency has been cured,
BORROWER may, at CCCIC's option, be restored to full compliance status and paid all
eligible funds withheld during the suspension period; or
(B) Should CCCIC determine continued non-compliance, the provisions of Article XXVI
hereunder may be effectuated.
XXVI. TERMINATION
26.1 "Termination" of this AGREEMENT shall mean termination by expiration of the
AGREEMENT term or earlier termination pursuant to any of the provisions hereof.
26.2 CCCIC may terminate this AGREEMENT for any of the following reasons:
(A) Neglect or failure by BORROWER to perform or observe any of the terms,
conditions, covenants or guarantees of 1) this AGREEMENT, 2) any of the other Loan
Documents, or 3) any other valid, written contract or amendment between CCCIC and
BORROWER with respect to the Property, beyond any applicable notice and cure
period;
(B) Termination or reduction of funding of the Project by HUD;
(C) Failure by BORROWER to timely cure any default or deficiency basis for
suspension of funding hereunder within any applicable notice and cure period;
(D) Reserved;
(E) Appointment of a trustee, receiver or liquidator for all or a material part of
BORROWER's Property, or institution of bankruptcy, reorganization, rearrangement of
or liquidation proceedings by or against BORROWER, and the same is not dismissed
within ninety(90)days;
(F) The entry by a court of competent jurisdiction of a final order providing for the
modification or alteration of the rights of BORROWER's creditors;
(G) Inability by BORROWER to conform to changes in local, state and federal rules,
regulations and laws as required under this AGREEMENT and all Legal Requirements,
which inability has or is reasonably expected to have a material adverse effect on the
Project; and
Page 19 of 32
(H) Violation by BORROWER of any rule, regulation or law to which BORROWER is
bound or shall be bound under the terms of this AGREEMENT, which violation has or is
reasonably expected to have a material adverse effect on the Project and is not cured
within any applicable care period.
26.3 BORROWER may terminate this AGREEMENT for any of the following reasons:
(A) Cessation of outside funding upon which BORROWER depends for performance
hereunder; BORROWER may opt, however, within the limitations of this AGREEMENT
and with the written approval of CCCIC, to seek an alternative funding source, provided
that the termination of funding by the initial outside source was not occasioned by a
breach of this Agreement or as defined in a contract between BORROWER and the
funding source in question; or
(B) Upon the dissolution of the BORROWER organization, provided such dissolution
was not occasioned by a breach of this AGREEMENT.
26.4 Upon a decision to terminate by BORROWER, written notice of such, and the effective
date thereof, shall be immediately provided to the other party.
26.5 Upon receipt of notice to terminate in accordance with the terms of this Agreement,
BORROWER shall cancel, withdraw, or otherwise terminate any and all outstanding orders and
subcontracts, which relate to the performance of this AGREEMENT. To this effect, CCCIC shall
not be liable to BORROWER or BORROWER's creditors for any expense, encumbrances or
obligations whatsoever incurred after the date of termination or which was not canceled,
withdrawn or otherwise terminated by BORROWER in accordance with the provisions of this
paragraph.
26.6 Upon receipt of notice to terminate in accordance with the terms of this Agreement,
copies of all finished or unfinished documents, data, studies, surveys, charts, drawings, maps,
models, photographs, designs, plans, schedules, or other appended documentation to any
proposal or contract, prepared by or on behalf of BORROWER under this AGREEMENT shall,
at the option of CCCIC, and in accordance with Article XXVII hereof, shall, if requested or
agreed to by CCCIC, be delivered by BORROWER to CCCIC in a timely and expeditious
manner.
26.7 Within thirty (30) calendar days after receipt of notice to terminate in accordance with the
terms of this Agreement, BORROWER shall submit a statement to CCCIC, indicating in detail
the services performed under this AGREEMENT prior to the effective date of termination.
26.8 Any termination of this AGREEMENT as herein provided shall not relieve BORROWER
from the payment of any sum(s)that shall then be due and payable or become due and payable
to CCCIC hereunder or as provided for at law or in equity, or any claim for damages then or
theretofore accruing against BORROWER hereunder or by law or in equity, and any such
termination shall not prevent CCCIC from enforcing the payment of any such sum(s)or claim for
damages from BORROWER. Instead, all rights, options, and remedies of CCCIC contained in
this AGREEMENT shall be construed and held to be cumulative and no one of them shall be
exclusive of the other, and CCCIC shall have the right to pursue any one or all of such remedies
or any such other remedy or relief which may be provided by law or in equity whether or not
stated in this AGREEMENT.
Page 20 of 32
26.9 Should this AGREEMENT be terminated by either party hereto for any reason permitted
by the terms of this Agreement, if the work required hereunder of BORROWER is not fully
completed to the reasonable satisfaction of CCCIC in accordance with the terms of this
AGREEMENT, BORROWER shall refund any and all sums of money paid by CCCIC to
BORROWER within ten (10) business days of CCCIC's written request therefor.
26.10 Upon termination of this AGREEMENT by CCCIC under paragraph number 26.2(A)
hereof, BORROWER shall be barred from future contracts with CCCIC absent the express
written consent of the General Manager, or his designate, to contract with CCCIC.
XXVII. SPECIAL CONDITIONS
27.1 Federal-Drug Free Workplace Act. Borrower shall comply with the Federal Drug Free
Workplace Act of 1988 and the regulations promulgated thereunder including, without limitation,
54 CFR Part 4956.
27.2 National Flood Protection Act. The Improvements will be constructed in compliance with
elevation requirements that meet or exceed the National Flood Protection Act, and any local
requirements.
27.3 Byrd Amendment: Prohibition for Influencing Federal Entities. To the best of Borrower's
knowledge, Borrower has complied with all restrictions, certifications and disclosure
requirements contained in the Byrd Amendment to the fiscal 1990 appropriations measures for
the United States Department of the Interior(P.L. 101-121) and any guidelines and rules issued
by any federal entity in connection therewith, if applicable.
27.4 BORROWER shall ensure that all professional and contractual services In connection
with Project implementation shall be procured in accordance with 24 CFR 570, Part 85, The
Common Rule, Procurement, Competitive Standards and all other federal laws and regulations
to the extent applicable to the Project.
27.5 BORROWER understands and acknowledges that CCCIC shall not be liable for any
cost, or portion thereof, which is or was incurred in connection with an activity of BORROWER
where prior written authorization from CCCIC is required for the activity and such authorization
was not first procured, or CCCIC has requested that BORROWER furnish data concerning an
activity prior to proceeding further therewith and BORROWER nonetheless proceeds without
first submitting the data and receiving approval thereof.
27.6 BORROWER understands and agrees that Davis-Bacon Wage and Hour Requirements
shall apply to HOME funded projects when, in accordance with 24 CFR 92.354, twelve (12) or
more units are rehabilitated or newly constructed. CCCIC acknowledges however that the
Project has less than twelve (12) HOME assisted units.
27.7 BORROWER shall accurately complete a Project Completion Report (HUD form 40097)
upon completion of each Project activity, and forward the original completed form to the CCCIC
within ninety (90) calendar days after BORROWER's receipt of the final remittance of
AGREEMENT funds by CCCIC for such Project activity. BORROWER understands and
acknowledges that new Project Set-up Reports will not be processed by CCCIC if there are any
outstanding Project Completion Reports due.
Page 21 of 32
27.8 BORROWER shall ensure that all units constructed with assistance made available to
BORROWER by CCCIC under this AGREEMENT shall comply with the provisions set forth
herein this AGREEMENT as to all federal laws, rules and regulations including, but not limited to
the following:
(A)The HOME Investment Partnerships Act at Title II of the Cranston-Gonzalez National
Affordable Housing Act, as amended, 42 U.S.C. 12701, et. seq. and implementing
regulations contained in 24 CFR Part 92;
(B)The HOME Program Guidelines and Application Package;
(C)The"Other Federal Requirements" as herein referred to and attached as Exhibit D;
(D)The "Certification Regarding Lobbying" as herein referred to, attached and executed
as Exhibit E.
27.9 BORROWER shall complete all Site Specific Environmental Review Records for each
property/parcel of this Project and submit such records to CCCIC. CCCIC must approve in
writing such records prior to any Project activity cost being incurred.
27.10 To the greatest extent feasible, agreements for work to be performed in connection with
this Project shall 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, maintenance, or repair, that are located in or owned in substantial part by persons
residing in the same metropolitan area or non-metropolitan county as this Project.
27.11 BORROWER understands and agrees that all HOME assisted units in the Project
herein, shall only be leased to and occupied by households that are eligible as low-income
families, in accordance with HUD Section 8 Income Guidelines.
27.12 BORROWER understands and agrees that 8 HOME assisted units in the Project shall
be floating units.
27.13 BORROWER shall adopt written tenant selection policies and criteria, such as a written
waiting list, as required by 24 CFR 92.2253(d).
27.14 BORROWER understands that the rents for HOME-assisted rental housing units are
restricted by the Rent Standard established in 24 CFR 92.252 (a)(1). The standard establishes
one set of maximum HOME Program Rents for HOME-assisted units occupied by low-income
households and another set for units occupied by very low-income households.
27.15 BORROWER understands that the lease between BORROWER and the tenant in a
HOME-assisted unit must:
(A) Be written;
(B) Be for a term of at least one year, unless there is mutual agreement between the
tenant and BORROWER for a different term, 24 CFR 92.253(a);
(C) Include termination provisions, 24 CFR 92. 253(c);
Page 22 of 32
(D) Specify allowable HOME rents, 24 CFR 92.252(f)(3);
(E) Identify Federally prohibited lease clauses outlined at 24 CFR 92.253(b);
(F) Require compliance with applicable state and local tenant-landlord laws;
(G) Specify applicable property standards and
(H) Comply with the conditions established in Section 27.17 below with respect to the
tenant participation plan.
27.16 BORROWER shall contract a management company so as to operate and manage the
Property upon completion of construction phase. The management contract shall be for no less
than 12 (twelve) months. Management Company must have at least one-year experience in
managing a Section 8 property. BORROWER shall provide a copy of said management
contract upon execution. Said contract shall outline all HUD occupancy requirements (§
92.203(a)(1)(1)and § 92.203(a)(1)(ii)& § 92.252(h)) and rent limits (24 CFR 92.252).
27.17 BORROWER shall create and follow a tenant participation plan as required in 24 CFR
92.303.
27.18 BORROWER shall not discriminate against any certificate or voucher holder in
accordance to 24 CFR Part 982, Section 8, Tenant Based Assistance: Unified Rule for Tenant-
Based Assistance under the Section 8 Rental Certificate Program and the Section 8 Rental
Voucher Program or to the holder of a comparable document evidencing participation in a
HOME tenant-based rental assistance program.
27.19 BORROWER understands and agrees that HOME assisted units shall meet the
affordability requirements for not less than twenty (20) years, commencing upon Project
completion date as determined by CCCIC.
27.20 CCCIC shall provide BORROWER with information on updated HUD HOME rent limits
so that rents may be adjusted (not to exceed the maximum HOME rent limits provided by HUD
to CCCIC upon HUD's determination of fair market rents and median incomes) in accordance
with this AGREEMENT. BORROWER shall annually provide CCCIC with documentation on
rents and occupancy of HOME assisted units to demonstrate compliance.
27.21 BORROWER understands and agrees that any increase in rents for HOME assisted
units is subject to the provisions of outstanding leases, and in any event, BORROWER shall
provide tenants of those units not less than thirty (30) days prior written notice before
implementing any increase in rents.
27.22 BORROWER understands and agrees that the income of each tenant shall be
determined initially in accordance with 24 CFR 92.203(a)(1)(i). BORROWER shall annually re-
examine each tenant's annual income during the period of affordability in accordance with one
of the options in 24 CFR 92.203.
27.23 BORROWER shall ensure that HOME assisted units continue to qualify as affordable
housing despite a temporary noncompliance caused by increases in the incomes of existing
Page 23 of 32
tenants if actions satisfactory to CCCIC are being taken to ensure that all vacancies are filled in
accordance with 24 CFR 92.252 until the noncompliance is corrected.
27.24 BORROWER shall ensure that tenants who no longer qualify as low-income families
must pay, as rent, the lesser of the amount payable by the tenant under State or local law or
thirty percent(30%) of the family's adjusted income, except that tenants of HOME assisted units
that have been allocated low-income housing tax credits by a housing credit agency pursuant to
section 42 of the Internal Revenue Code of 1986 (26 U.S.C. 42) must pay rent governed by
section 42. If BORROWER has designated the HOME floating units, BORROWER shall ensure
that tenants who no longer qualify as low-income to pay, as rent, an amount that exceeds the
market rent for comparable, unassisted units in the neighborhood.
27.25 BORROWER acknowledges, understands and agrees to comply with the following
federal regulations as promulgated in Section 3 Clause of the Housing and Urban Development
Act of 1968, as amended, if applicable:
(A) The work to be performed under this AGREEMENT is subject to the requirements of
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C.
1701u (Section 3). The purpose of Section 3 is to ensure that employment and other
economic opportunities generated by HUD assistance or HUD-assisted projects covered
by Section 3, shall, to the greatest extent feasible, be directed to low- and very low
income persons, particularly persons who are recipients of HUD assistance for housing.
(B) The parties to this AGREEMENT agree to comply with HUD's regulations in 24 CFR
Part 135, which implement Section 3. As evidenced by their execution of this
AGREEMENT, the parties to this AGREEMENT certify that they are under no
contractual or other impediment that would prevent them from complying with the Part
135 regulations.
(C) The BORROWER agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers' representative
of the contractor's commitments under this Section 3 clause, and will post copies of the
notice in conspicuous places at the work site where both employees and applicants for
training and employment positions can see the notice. The notice shall describe the
Section 3 preference, shall set forth minimum number and job titles subject to hire,
availability of apprenticeship and training positions, the qualifications for each; and the
name and location of the person(s) taking applications for each of the positions; and the
anticipated date the work shall begin.
(D) BORROWER agrees to include this Section 3 clause in every subcontract subject to
compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action,
as provided in an applicable provision of the subcontract or in this Section 3 clause upon
a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135.
BORROWER will not subcontract with any subcontractor where BORROWER has notice
or knowledge that the subcontractor has been found in violation of the regulations in 24
CFR Part 135.
(E) BORROWER will certify that any vacant employment positions, including training
positions, that are filled (1) after contractor is selected but before the contract is
Page 24 of 32
executed, and (2) with persons other than those to whom the regulations of 24 CFR Part
135 require employment opportunities to be directed, were not tilled to circumvent
BORROWER's obligations under 24 CFR Part 135.
(F) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions,
termination of this AGREEMENT for default, and debarment or suspension from further
HUD-assisted contracts.
(G)With respect to work performed in connection with Section 3 covered Indian housing
assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act
(25 U.S.C. 450e) also applies to the work to be performed under this AGREEMENT.
Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities
for training and employment shall be given to Indians, and (ii) preference in the award of
contracts and subcontracts shall be given to Indian organizations and Indian-owned
Economic Enterprises. Parties to this contract that are subject to the provision of
Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent
feasible, but not in derogation of compliance with Section 7(b).
XXVIIi. CHANGES AND AMENDMENTS
28.1 Except when the terms of this AGREEMENT expressly provide otherwise, any
alterations, additions, or deletions to the terms hereof shall be by amendment in writing
executed by authorized representatives of both CCCIC and BORROWER.
28.2 Whenever and as often as reasonably deemed necessary by CCCIC, CCCIC may
request and require changes to BORROWER's Construction Schedule required under this
AGREEMENT (to be submitted in accordance with Article XVIII), subject to any consent
required by the First lien Lender or BORROWER's limited partner; such changes as requested
or required by CCCIC, however, must be by written amendment.
28.3 Except pursuant to (a) prior submission by BORROWER of detailed information
regarding budget and Project revisions, and (b) prior written approval thereof by, CCCIC,
BORROWER shall not make any material change orders in excess of $50,000 for any single
change order or $100,000 in the aggregate. Instead, BORROWER shall request budget
revisions in writing and in a form prescribed by CCCIC; such request for revisions, however,
shall not increase the total monetary obligation of CCCIC as provided for pursuant to this
AGREEMENT, nor shall said revisions significantly change the nature, intent, or scope of the
Project funded hereunder.
28.4 In the event that the level of funding for BORROWER or for the Project described herein
is materially altered, BORROWER shall submit, promptly upon request by CCCIC, revised
budget and Project information so as to enable re-evaluation by CCCIC of the original funding
levels set forth in the Construction Schedule.
28.5 It is understood and agreed by the parties hereto that changes in local, state and federal
rules, regulations or laws applicable hereto may occur during the term of this AGREEMENT and
that any such changes shall be automatically incorporated into this AGREEMENT without
written amendment hereto, and shall become a part hereof as of the effective date of the rule,
regulation or law.
Page 25 of 32
28.6 BORROWER further agrees to notify CCCIC of any changes in its general partner, such
notice to be provided within five (5) business days of the change.
XXIX. ASSIGNMENTS
29.1 Except as provided for in the BORROWER's formation documents, BORROWER shall
not transfer, pledge or otherwise assign this AGREEMENT, any interest in and to same, or any
claim arising thereunder, without first procuring the written approval of CCCIC's General
Manager. Any attempt at transfer, pledge or other assignment shall be void ab initio and shall
confer no rights upon any third person.
XXX. NO WAIVER OF PROVISIONS OR COMPLIANCE
30.1 Any failure by CCCIC to insist, or any election by CCCIC not to insist, upon the strict
performance by BORROWER of any of the terms, provisions or conditions of the Loan
Documents shall not be deemed to be a waiver of same or of any other term, provision or
condition thereof, and CCCIC shall have the right at any time thereafter to insist upon strict
performance by BORROWER of any and all of same. Additionally, no advance by CCCIC of
any Loan proceeds shall in any way preclude CCCIC from thereafter declaring a failure by
BORROWER to comply with any of the terms, provisions or conditions of the Loan Documents
an event of default (provided all notice and cure periods have expired) or, as applicable, a
reason for termination in accordance with AGREEMENT.
XXXI. NON WAIVER OF PERFORMANCE
31.1 No waiver by CCCIC of a breach of any of the terms, conditions, covenants or
guarantees of this AGREEMENT shall be construed or held to be a waiver of any succeeding or
preceding breach of the same or any other term, condition, covenant or guarantee herein
contained. Further, any failure of CCCIC to insist in any one or more cases upon the strict
performance of any of the covenants of this AGREEMENT, or to exercise any option herein
contained, shall in no event be construed as a waiver or relinquishment for the future of such
covenant or option. In fact, no waiver, change, modification or discharge by either party hereto
of any provision of this AGREEMENT shall be deemed to have been made or shall be effective
unless expressed in writing and signed by the party to be charged.
31.2 No act or omission of CCCIC shall in any manner impair or prejudice any right, power,
privilege, or remedy available to CCCIC hereunder or by law or in equity, such rights, powers,
privileges, or remedies to be always specifically preserved hereby.
31.3 No representative or agent of CCCIC may waive the effect of the provisions of this
Article.
XXXII. RENEWAL NOT AUTOMATIC
32.1 Intentionally omitted.
Page 26 of 32
XXXIII. TEXAS LAW TO APPLY
33.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES
CREATED HEREUNDER ARE PERFORMABLE IN NUECES COUNTY, TEXAS.
XXXIV. SEVERABILITY OF PROVISIONS
34.1 If any clause or provision of this AGREEMENT is held invalid, illegal or unenforceable
under present or future federal, state or local laws, including but not limited to the CITY's City
Charter, CITY's City Code, or ordinances of the City of Corpus Christi, Texas, then and In that
event it is the intention of the parties hereto that such invalidity, illegality or unenforceability shall
not affect any other clause or provision hereof and that the remainder of this AGREEMENT shall
be construed as if such invalid, illegal or unenforceable clause or provision was never contained
herein; it is also the intention of the parties hereto that in lieu of each clause or provision of this
AGREEMENT that is invalid, illegal, or unenforceable, there be added as a part of the
AGREEMENT a clause or provision as similar in terms to such invalid, illegal or unenforceable
clause or provision as may be possible, legal, valid and enforceable.
XXXV. RELATIONSHIP OF PARTIES
35.1 Nothing contained herein shall be deemed or construed by the parties hereto, or by any
third party, as creating the relationship of principal and agent, partners, joint venturers or any
other similar such relationship between the parties hereto.
35.2 It is expressly understood and agreed that BORROWER is and shall be deemed to be
an independent contractor and operator responsible to all parties for its respective acts or
omissions and that CCCIC shall in no way be responsible therefor.
XXXVI. PARTIES BOUND
36.1 This AGREEMENT shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, legal representatives, successors and assigns,
except as otherwise expressly provided herein.
XXXVII. ENTIRE -AGREEMENT
371 This AGREEMENT, along with the other Loan Documents, constitutes the final and
entire agreement between the parties hereto and contains all of the terms and conditions
agreed upon. No other agreements, oral or otherwise, regarding the subject matter of this
AGREEMENT shall be deemed to exist or to bind the parties hereto unless same is in writing,
dated subsequent to the date hereof, and duly executed by the parties.
XXXVI I I. INTERPRETATION
38.1 In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this AGREEMENT or its governing
Page 27 of 32
rules, regulations, laws, codes or ordinances, CCCIC, as the party ultimately responsible to
HUD for matters of compliance, shall have the final authority to secure an interpretation from
HUD.
38.2 Notices. All notices demands, requests or other communications required or permitted
to be given pursuant to the provisions of this Agreement shall be In writing and shall be
considered properly given if mailed by first class United States mail, postage prepaid, registered
or certified with return receipt requested, or by depositing same with Federal Express or another
reputable private courier service for next business day delivery or by delivering same in person
to the intended addressee All notices, demands and requests shall be effective upon such
personal delivery, or one (1) business day after being deposited with the private courier service,
or three (3) business days after deposit in the custody of the U.S. Postal Service. Rejection or
other refusal to accept or the inability to deliver because of changed address of which no notice
was given as herein required shall be deemed to be receipt of the notice, demand or request
sent. For purposes of notice, the addressee of the parties shall be as follows:
To Lender: Corpus Christi Community Improvement Corporation
clo: City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
To Borrower: The Palms at Leopard, Ltd.
8610 N. New Braunfels, Suite 500
San Antonio, Texas 78217
With a copy to: Hudson SLP LLC
630 Fifth Avenue
New York, NY 10111
Attention: Joseph A. Macari
Fax: 212.218.4467
With a copy to: Capital One
404 Fifth Avenue
3'd Floor
New York, New York 10018
Any party shall have the right to change its address for notice hereunder to any other location
within the continental United States by the giving of twenty (20)days' notice to the other party in
the manner set forth herein.
38.3 Headings. The article, paragraph and subparagraph entitlements hereof are inserted for
convenience of reference only and in no way shall alter, modify or define, or be used in
construing, the text of such Articles, Paragraphs or Subparagraphs.
38.4 Reserved.
38.5 Force Ma'eure. Notwithstanding anything to the contrary herein set forth, an equitable
adjustment shall be made for delay or failure in performing hereunder if such delay or failure is
caused, prevented, or restricted by conditions beyond the reasonable control of the party that
Page 28 of 32
was to perform (a "Force Majeure Event"). A Force Majeure Event shall include, but not be
limited to: acts of God; fire, explosion; vandalism; storm or similar occurrences; orders or acts of
military authority; litigation; changes in law, rules or regulations outside the control of the
affected party; national emergencies or insurrections; riots; acts of terrorism; supplier failures; or
shortages.
38.6 Subordination. The terms and provisions of this Agreement and the other Loan
Documents are subject in all respects to the terms of the Subordination Agreement and subject
and subordinate in all respects to the terms and provisions of the First Lien Loan Documents.
[Executed on the following pages]
Page 29 of 32
Executed in duplicate originals to be effective as of the date first set forth above.
ATTEST: Corpus Christi Community Improvement
Corporation ("CCCIC"):
Armando Chapa Ro a d L. Olson
Secretary General Manager
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instrument s ckno e gg�b of re me on this day of August, 2013
by `�` "�'lla�"a�er of the CORPUS CHRISTI COMMUNITY
IMPROVEMENT CORPORATION, a Texas nonprofit corporation, on behalf of the corporation.
MONIQUE TAMIEZ LIERI
x
0400 ml �p
STATE OF TEXAS � T a _r �.
Comm Ep 01" " 017 �Nota . Public, tate of Texas
APPROVED AS TO FORM:
THIS 12- DAY OF AUGUST, 2013
Carlos Valdez, CITY ATTORNEY
Lisa Aguilar
Page 30 of 32
BORROWER:
THE PALMS AT LEOPARD, LTD.
a Texas limited partnership
By: The Palms at Leopard GP, LLC,
a Texas limited liability company,
its general partner
By: TG 110, Inc.,
a Texas nonprofit corporation,
its sole member
By: ..
Gilbe M. Piette,
Executive Director
STATE OF TEXAS §
COUNTY OF BEXAR §
This instrument was acknowledged before me on this day of August, 2013, by
Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of The Palms at Leopard GP, LLC, a Texas limited liability company, general partner of
THE PALMS AT LEOPARD, LTD., a Texas limited partnership, on behalf of said limited
partnership.
�,�aul+rlrgrgrM
ss
s Notary ublic State
Q10 s ry of Texas
z, ••.EXP,.^2��
!1lrlllIiI
Page 31 of 32
Exhibit A Preliminary Budget and Construction Schedule
Exhibit B Covenant of Affordability
Exhibit C Loan Amortization Schedule
Exhibit D Other Federal Requirements
Exhibit E Certification Regarding Lobbying
Exhibit F Insurance
Page 32 of 32
EXHIBIT A
Preliminary Budget & Construction Schedule
FY and Funding: FYI HOME Loan
Project Name: The Palms at Leopard Apartments Project Location: Leopard St. & Palm Ave.
Property Owner: Palms at Leopard, Ltd.
Total Project Cost: $17,042,983 HOME award: $865,000
Preliminary Budget
Project Financial Resources: (list may be adjusted to meet your project)
(Funds available to complete project) Amount
• Deferred Developer Fee........................................................................$ 676,114
• FY 2012 HOME Fund..........................................................................$ 865,000
• Other: LIHTC .....................................................................................$13,101,869
• Permanent Loan...............................................................$ 2,400,000
Total Funds Available for Pro_iect............................................................$�2 28
Estimated Expenses: (list may be adjusted to meet your project)
(List estimated expenses to complete your Project) such as: Amount
• Land Acquisition ..................................................................................$ 845,000
• Site Work Costs....................................................................................$ 1,795,667
• Direct New Construction Costs (includes HOME funds$865,000)......$ 7,71 5,677
• Other Construction Costs(Fees,OH, Profit)..............................$ 1,254,589
• Contingency...................................................................$ 448,067
• Indirect 1 Soft Costs...........................................................$ 1,364,551
• Developer Fees................................................................$ 1,917,000
• Financing Related Costs.......................................................$ 948,500
• Project Reserves...............................................................$ 753,932
TotalProiect Cost. ....................................................................................$1 7-0 12 983
Preliminary Construction Schedule
(Project Dates for completion of key project phases)
Projected Dates
• Design/Bid Documents (specification packet)completed................April—May 2013
• Platting/Soii Testing(lead based paint, environmental,etc.).................February 2011 —June 2013
• Construction Contract Award............................................... .March 2012
• Land Acquisition.................................................................................. .March 28,2013
• Start Construction ............................................................ August 31 2013
• Construction 100% completion..............................................................Mav 31, 2015
NOTE: HUDMOME Program does not required P!to manage procurement process, due to this project being
supported by Low Income Housing Tax Credits, Developer is required to obtain a Prime Contractor early on before
Tax Credit funds are committed.
Created: 11/12/12 -- REV: 08/0I/13
EXHIBIT B
DEED COVENANT
TO BIND PROPERTY
FOR PERIOD OF AFFORDABILITY
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
That HOME Loan Agreement dated August , 2013, entered into between the
Corpus Christi Community Improvement Corporation, a non-profit corporation organized
under the laws of the State of Texas ("CCCIC"), and The Palms at Leopard, Ltd., a
Texas limited partnership ("The Palms at Leopard, Ltd."), which is the legal title holder
to property described below (the "HOME Agreement"), is incorporated in this instrument
by reference. The Palms at Leopard, Ltd., accepted federal funds in conjunction with
the United States Department of Housing and Urban Development's Home Investment
Partnership Program ("HOME Program") administered by CCCIC, for the development
of multifamily housing to be known as Palms at Leopard and located on the following
property:
Tracts B, C, D and E, HAWN TRACT, an addition in the City
of Corpus Christi, Texas, as shown by map or plat thereof
recorded in Volume 19, Page 7, Map Records of Nueces
County, Texas.
Pursuant to the terms, conditions, and covenants contained within the HOME
Agreement, Palms at Leopard, Ltd., in consideration of receiving the rehabilitation
funding, agrees to bind the Property with the affordability requirements specified in Title
24, Part 92.252, of the United States Code of Federal Regulations, for a period of not
less than twenty (20) years from the date project is deemed closed by the CCCIC.
(EXECUTION PAGE FOLLOWS)
Deed Covenant to Bind Property for Period of Affordability-- Page 7
This instrument constitutes a covenant running with the land required by
federal law and binds The Palms at Leopard, Ltd. successors, heirs, assigns, and
transferees, such Property being subject to this instrument.
THE PALMS AT LEOPARD, LTD.,
a Texas limited partnership Date
By: The Palms at Leopard GP, LLC,
a Texas limited liability company,
Its general partner
By: TG 110, Inc.,
a Texas nonprofit corporation,
its sole member
By:
Gilbert M. Piette, Executive Director
ACKNOWLEDGMENTS
STATE OF TEXAS §
§
COUNTY OF BEXAR §
This instrument was acknowledged before me on this day of August, 2013, by
Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of The Palms at Leopard GP, LLC, a Texas limited liability company, general partner of
THE PALMS AT LEOPARD, LTD., a Texas limited partnership, on behalf of said limited
partnership.
(Seal)
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
ATTN: Community Development Administrator
Neighborhood Services Department
Corpus Christi Community Improvement Corporation
P. O. Box 9277
Corpus Christi, TX 78469-9277
Deed Covenant to Bind Property for Period of Affordability -- Page 2
EXHIBIT C August 6,2013
CORPUS CHRISTI COMMUNITY IMPROV CORP.
Amortization Schedule
Name On Loan: Palms at Leopard
Principal Balance: S865.000.130
Interest Rate: 1.00000 %
Payment Frequency: Annual
Term In Months:
Beginning P Amount: $33.517.12
1st Payment Due Date: 0313112016
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
1 0313112016 $8,650.00 $24,867.12 $33,517.12 $840.13E88
Yearly Sub-Totals: $8,650.00 524,867.12
2 03131/2017 $8.401.33 $25,115.79 $33,517.12 $815,017.09
Yearly Sub-Totals: $0,401.33 $25,115.79
a 03/31/2018 $8,150.17 $25,366.95 $33,517.12 $789,650.14
Yearly Sub-Totals: $8,150.17 $25,366.95
4 03131/2019 $7,896.50 $25,620.62 $33,517.12 $764.029.52
Yearly Sub-Totals: $7,896.50 $25,620.62
5 03/31/2020 $7,640.30 $25,876.82 $33,517.12 $738,152.70
Yearly Sub-Totals: $7,640.30 $25,876.82
6 03/3112021 $7,381.63 528,135.59 $33,517,12 $712,017.11
Yearly Sub-Totals: $7,301.53 $26,135.59
7 03131/2022 $7,120.17 $26,396.95 $33.517.12 $685,620.16
Yearly Sub Totals: $7.120.17 $26,396.95
B 0313112023 $6,858.20 $26,660,92 $33,517.12 $658,959.24
Yearly Sub-Totals: $5,856.20 $26,660.92
9 03/3112024 $6,5813.59 $26,927.53 $33,517.12 $632,031.71
------------
Yearly Sub-Totals: $6,589.59 $26,927.53
10 0313112025 $6,320.32 $27,196.80 $33,517.12 $604,834.91
Yearly Sub-Totals: $8,320.32 $27,196.80
11 03/31/2026 $6,048.35 527,468.77 $33,517.12 $577,366.14
--------------------
Yearly Sub-Totals., $6,048.35 $27.466.77
12 03/31/2027 $5,773.66 $27,743.46 $33,517.12 $549.622.68
Yearly Sub-Totals: $5,773.66 $27,743.46
13 03/31/2028 $5,496.23 $28.020.89 $33,517.12 $521,601.79
Yearly Sub-Totals: $5.496.23 $28,020.89
14 03/31/2029 $5,216.02 $20,301.10 $33,517.12 $493,300.69
Yearly Sub-Totals: $5,216.02 $28.301.10
•Denotes an Interest Only Payment PS901
August 6,2013
CORPUS CHRISTI COMMUNITY IMPROV CORP.
Amortization Schedule
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
15 0313112030 $4,933.01 $28.584.11 $33,517.12 $464.716,58
Yearly Sub-Totals: $4,933-01 $28,584,11
16 03/3112031 $4,647-17 $28,869.95 $33417.12 $435.846.63
Yearly Sub-Totals: $4.647-17 5213,869.95
17 03/31/2032 $4.3513,47 S29j58.65 533,517.12 5408.687.98
Yearly Sub-Totals. $4,358.47 $29,156,65
18 03/31/2033 54,066,88 $29,450.24 $33,517.12 $377,237.74
Yearly Sub-Totals: $4,068.88 $29,45024
19 03131/2034 $3,772,30 $29,744,74 $33,517.12 $347,493.00
Yearly Sub-Totals, $3,772.38 $29,744,74
20 0313112035 $3.474.93 $30,04219 $33,517.12 $317.450.81
Yearly Sub-Totals: $3,474.93 $30,04219
21 03/31/2036 $3,174.51 $30,34261 $33,517.12 $287,108.20
Yearly Sub-Totals: $3,174.51 $30,342.61
22 03/31/2037 $2,871.08 $30,646,04 $33,517.12 $258,462.16
Yearly Sub-Totals: $2.871.08 $30,646,04
23 03/31/2038 $2.564.62 $30,952.50 $33,517.12 $225,509.06
Yearly Sub•Totals., $2,564.62 $30,952.50
24 03131/2039 $2.255.10 $31,262.02 $33,517.12 $194,247.64
Yearly Sub-Totals: $2,255-10 $31,262.02
25 03/31/2040 $1,942,48 $31,574.64 $33.517.12 $162,673,00
Yearly Sub-Totals: $1,942.48 $31,674.64
26 0313112041 $1,626.73 $31,890.39 $33,517.12 $130,782,61
Yearly Sub-Totals, $1,626.73 $31,890.39
27 03/31/2042 $1,307.83 $32,209.29 533,517.12 $98.573.32
Yearly Sub-Totals: $1.307.83 $32,209.29
28 03131/2043 $985.73 $32,531.39 $33,517.12 $66,041.93
Yearly Sub-Totals: $985.73 $32,531.39
29 03/31/2044 $660,42 $32,856.70 $33,517.12 $33,185.23
Yearly Sub-Totals; $660.42 $32,856.70
Denotes an Interest Only Payment Page 2
" August 6, 2013
CORPUS CHRISTI COMMUNITY IMPROV CORP.
Amortization Schedule
Payment Payment interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
30 0313112045 $331.85 $33,185.23 $33,517.OB $0.00
Yearly Sub-Totals, $331.85 $33,185.23
Totals: $140,513.56 $B65,000.00
*•"•••°• Last Payment Amount 33,517.08 '.......
"Denotes an Interest Only Payment Page 3
EXHIBIT D
OTHER FEDERAL REQUIREMENTS
Housing and Community Services, Inc. (HCS) shall comply with all federal, state,
and local laws, rules, and regulations applicable to the activities and performances
rendered by HCS, under this Agreement including; but not limited to, the laws, rules,
and the regulations specified in Sections I through V of this Exhibit D.
I. CIVIL RIGHTS
• The Fair Housing Act (42 U.S.C. Sections 3601-20) and implementing
regulations at 24 CFR Part 100; Executive Order 11063, as amended by
Executive Order 12259 (3 CFR, 1958-1963 Comp., 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. 2000ed) (Nondiscrimination in Federally Assisted Programs) and
implementing regulations issued at 24 CFR Part 1, Nondiscrimination
Provisions of 92.350;
• Executive Order 11063, as amended by Executive Order 12259, and 24
CFR Part 107, "Nondiscrimination and Equal Opportunity in Housing under
Executive Order 10063." The failure or refusal of HCS 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 Part 107.60;
• The prohibitions against discrimination on the basis of age under the Age
Discrimination Act of 1975 (42 U.S.C. Sections 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. Sec. 794) and implementing regulations at 24 CFR Part
8;
• The requirements of Executive Order 11246 (3 CFR, 1964-65, Comp., p.
339) (Equal Opportunity) and the implementing regulations at 24 CFR Part
8;
• 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. HCS 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. HCS will be required
to identify contracts which have been bid by minority owned, women owned,
and/or small disadvantaged businesses;
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• The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.); and
• Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sec. 794) and
"Nondiscrimination Based on Handicap in Federally-Assisted Programs and
Activities of the Department of Housing and Urban Development," 24 CFR
Part 8. By signing this Agreement, HCS 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. Sec. 4151 et. seq.),
including the use of a telecommunications device for deaf persons (TDDs)
or equally effective communication system.
• Nepotism - shall not employ in any paid capacity any person who is a
member of the immediate family of any person who is currently employed by
who is a member of a governing body. The term "member of immediate
family" shall include: wife, husband, son, daughter, mother, father, brother,
sister, in-law, aunt, uncle, cousin, nephew, niece, step-parent, step-child,
half-brother and half-sister.
• Sectarian Activity - none of the performance rendered hereunder shall
involve, and no portion of the funds received hereunder shall be used,
directly or indirectly, for the construction, operation, maintenance or
administration of any sectarian or religious facility or activity, nor shall said
performance rendered or funds received be utilized so as to benefit, directly
or indirectly, any such sectarian or religious facility or activity.
ll. LEAD-BASED PAINT
• Title 1V of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec.
4831).
Ill. 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);
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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 19988, Floodplain Management, May 24, 1977 (42 Fed.
Reg. 26951), particularly Section 2(a);
* 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 Sections 307(c) and (d) [(16 U.S.C. Sections 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. Sections 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. Sections 1278(b)
and (c)];
The Clean Air Act (41 U.S.C. Sec. 7401 et seq.) as amended, particularly
Sections 176(c) and (d)); and
Farmlands Protection and Policy Act of 1981, (7 U.S.C. Sec. 4201 et seq.)
* 24 CFR Part 51, Environmental Criteria and Standards.
IV. RELOCATION AND ACQUISITION
• 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)].
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V. APPLICABLE HOME PROGRAM PROVISIONS
HOME Designated Units:
• Covenant Of Affordability - 24CFR 92.252(e)
• Subsidy Limits — 221(d)(3)
• Fixed and Floating Units—24CFR 92.2520)
• Property Standards —24CFR 92.251
• Home Income Limits —24CFR 92.216
• Income Targeting and Initial Occupancy—24CFR 92.216(a)
• Income Targeting During Affordability Period — 24CFR 92.252(a), 24CFR
92.252(b)
• Verifying Tenant Income - 24CFR 92.203
• Part 5 ("Section 8") — 24CFR 5.609, 24CFR 92.203(b), or US Census long
form, or IRS Form 1040; 24CFR 92.203(a) and 92.252(h).
• Re-examination of Tenant Income and Family Composition —24CFR
884.218, 886.124, 886.324, 891.410, 891.610, 891.750, and 24 CFR 5.659
• Applicable Rent Limits — 24CFR 92.252
• HOME Rents - 24CFR 92.253(f)(3)
• Utility Allowances and Fees —24CFR 92.252(C)
• Initial Rent Schedule —24CFE 92.252(c) and 92.504.(c)(3)
• Adjusting Rents —24CFR 92.252(f)(1), 24CFR 92.252(f)(2), 24CFR
92.252(g)(2).
• Maintaining Unit and Occupancy Mix - 24CFR 92.252(i)
• Tenant Selection Procedures - 24CFR 92.2253(d)
• Tenant Lease — 24CFR92.252(f)(2)
• Lease Provisions - 24CFR 92.253(a), 24CFR 92.253(c)
• Prohibited Clauses - 24CFR 92.253(b)
• Affirmative Marketing responsibilities as outlined in 24CFR92.351
• Tenant Participation Plan, 24CFR92.303
• Displacement, Relocation and Acquisition, CFR 92.353
• Must have a Property Manager with at least one year experience in
managing HOME rental property.
Project Name: Palms at Leopard
HOME FY12
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EXHIBIT E
CERTIFICATION REGARDING LOBBYING
FOR AGREEMENTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies to the best of its knowledge and belief, that:
1. No federal appropriated funds have been paid or will be paid, by or on behalf of
the undersigned, to any person for influencing or attempting to influence an officer or
employee of an 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
agreement, the making of any federal grant, the making of any federal loan, the entering
into of any cooperative agreement, or modification of any federal agreement, 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 agreement, grant, loan, or
cooperative agreement, the undersigned shall complete and submit standard form —
LLL, "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 sub-agreements,
subgrant, and agreements under grants, loans, and cooperative agreements) and that
shall certify and disclose accordingly.
This certification is material representation of fact 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 31 U.S.C. Section
1352. 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.
Palms At Leopard, Ltd.
Date
ATTACHMENT
EXHIBIT F
I. INSURANCE REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor shall not commence work under this agreement until all insurance required herein has been obtained
and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor/Provider to
commence work until all similar insurance required of the subcontractor/Provider has been so obtained.
B. Contractor shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with
applicable policy endorsements showing the following minimum coverage by an insurance company(s)
acceptable to the Risk Manager or designee. The City must ben a additional insured for the General
Liability policy,and a waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all Bodily injury and Property Damage
certificates or by policy endorsement(s) Per Occurrence/aggregate
Commercial General Liability including:
1. Broad Form $1,000,000 Per Occurrence
2. Premises—Operations $2,000,000 Aggregate
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractors
7. Underground Hazard (if applicable)
BUSINESS AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit
1. Owned
2. Hired &Non-owned
PROPERTY INSURANCE Contractor shall be liable for all damage to all Owned,
Rented or Leased equipment and personal property.
WORKERS' COMPENSATION Which Complies With The Texas Workers'
All States Endorsement is required if Contractor Compensation Act And Paragraph 11 Of This Exhibit.
Is not domiciled in Texas
EMPLOYER'S LIABILITY $500,000/$500,000�1 $500,000�����
C. In the event of accidents of any kind related to this project, Contractor shall furnish the Risk Manager with
copies of all reports of such accidents within ten (10) days of the accident.
H. ADDITIONAL REQUIREMENTS
A. Contractor must obtain workers' compensation coverage through a licensed insurance company in
accordance with Texas law. The contract for coverage must be written on a policy and endorsements
approved by the Texas Department of Insurance. The coverage provided must be in amounts
sufficient to assure that all workers' compensation obligations incurred will be promptly met.
B. Contractor's financial integrity is of interest to the City; therefore, subject to Contractors right to
maintain reasonable deductibles in such amounts as are approved by the City,Contractor shall obtain
and maintain in full force and effect for the duration of this Contract, and any extension hereof, at
Contractor's sole expense,insurance coverage written on an occurrence basis,by companies authorized
and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
C. The City shall be entitled, upon request and without expense, to receive copies of the policies,
declarations page and all endorsements thereto as they apply to the limits required by the City.
Contractor shall be required to comply with any such requests and shall submit a copy of the
replacement certificate of insurance to City at the address provided below within 10 days of the
requested change. Contractor shall pay any costs incurred resulting from said changes. All notices
under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
(361) 826-4555- Fax 4
D. Contractor agrees that with respect to the above required insurance,all insurance policies are to
contain or be endorsed to contain the following required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected representatives as
additional insured by endorsement,as respects operations and activities of,or on behalf of,the named
insured performed under contract with the City, with the exception of the workers' compensation
policy
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus
Christi where the City is an additional insured shown on the policy;
• Workers'compensation and employers'liability policies will provide a waiver of subrogation in favor
of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any suspension,
cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days
advance written notice for nonpayment of premium.
E. Within five(5) calendar days of a suspension, cancellation, or non-renewal of coverage, Successful
Bidder shall provide a replacement Certificate of Insurance and applicable endorsements to City.City
shall have the option to suspend Contractor's performance should there be a lapse in coverage at any
time during this contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain
any insurance or policy endorsements to the extent and within the time herein required,the City shall
have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which
become due to Contractor hereunder until Contractor demonstrates compliance with the requirements
hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may
be held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to
any insurance or self insurance carried by the City of Corpus Christi for liability arising out of
operations under this agreement.
1. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
2013 ins req.
Neighborhood Services
Palms on Leopard Street Project
6/24/2013 ds Risk Mgmt.