HomeMy WebLinkAboutC2014-317 - 6/17/2014 - Approved CDBG SUBRECIPIENT AGREEMENT OR/0/41
BETWEEN THE
CITY OF CORPUS CHRISTI
AND
TG 303, INC.
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This agreement ("Agreement") is made and entered into between the City of Corpus
Christi, a Texas home-rule municipal corporation ("City"), acting through its City
Manager or the City Manager's designee ("City Manager"), and TG 303, Inc.
("Subrecipient"), a nonprofit corporation organized under the laws of the State of
Texas.
WHEREAS, the City has allocated Two Hundred Thousand Dollars ($200,000) from the
FY2014-15 Community Development Block Grant ("CDBG") Program for construction of
improvements to public facilities also known as the Community Center of Casa De
Manana Apartment Complex, located at 4702 Old Brownsville Rd., Corpus Christi,
Nueces County, Texas ("Facilities");
WHEREAS, the City desires that safe and sanitary public facilities be provided for low
and moderate income individuals and individuals with disabilities;
WHEREAS, the Subrecipient desires to operate public facilities to provide such services
to low and moderate income individuals and individuals with disabilities within the City of
Corpus Christi and throughout the community served by the Subrecipient in conformity
with 24 CFR 570.208, as amended; and
WHEREAS, the City wishes to encourage the services provided by the Subrecipient,
there being a genuine need for these services and for appropriate facilities to provide
such services in the City of Corpus Christi.
NOW, THEREFORE, the City and the Subrecipient agree as follows:
SECTION 1. TERM OF AGREEMENT
1.1 Term of Agreement. This Agreement commences on the date of execution by
Subrecipient and the City and terminates on October 31, 2015, unless otherwise
specifically provided by the terms of this Agreement.
SECTION 2. SCOPE, BUDGET, SCHEDULE, AND PAYMENT REQUIREMENTS.
2.1 Scope of Work. The Subrecipient shall complete the work outlined in the funding
nrnnnsal that was submitted and approved by the City's City Council for FY2014-15,
2014-317
6/17/14 4 CDBG Agreement Page 1 of 16
Ord. 030203 INDEXED
TG 303 Inc.
such proposal being incorporated into this Agreement by reference as if fully set out in
this Agreement. The Subrecipient, through its contractors and subcontractors, shall
make improvements to the Facilities by September 30, 2015 to wit: construction of a
new Network Center/Community Center (approx. 1,800 sq. ft.), which will be coupled to
existing Community Center, including ADA accessibility, and other eligible
improvements ("Improvements"). The facilities (Community Center) is located on real
property owned by the Subrecipient at Casa De Manana Apartment Complex located at
4702 Old Brownsville Rd., Corpus Christi, Nueces County, Texas. The funding
provided under this Agreement is made with the express condition that no part of the
Facilities previously improved with federal funds may be further similarly improved. For
the purposes of this Agreement, the term "Facilities" collectively includes the
aforementioned real properties and any improvements existing thereon as of the date of
the Subrecipient's execution of this Agreement and includes, where appropriate and in
context, the Improvements to be constructed with the funding provided under this
Agreement. All Improvements must be constructed in accordance with the plans and
specifications ("Plans") prepared by the Subrecipient's registered architect or licensed
professional engineer retained pursuant to subsection 8.4. No construction may
commence until the Plans are approved by the Administrator or the Administrator's
designee ("Administrator") of the City's Housing and Community Development
Department ("HCD") and by the City's Development Services Department
("Development Services").
2.2 Subrecipient Capital Contribution Funds Requirement. The Subrecipient shall
provide One Hundred Thousand Seven Hundred Sixty-One Dollars ($100,761) as
capital contribution funds for the construction of the Improvements to the Facilities. If
the Subrecipient is required under this Agreement to meet a capital contribution
requirement and fails to meet any portion of the requirement, the Subrecipient's
allocation will not be disbursed, but is automatically forfeited and reverts to the City for
inclusion in future CDBG Programs.
2.3 Budget and Construction Schedule. The Subrecipient has provided an esti-
mated project budget and project construction schedule ("Project Budget and Con-
truction Schedule") based upon the proposed Improvements listed above and as are
described within this Agreement, which Project Budget and Construction Schedule is at-
tached to this Agreement as Exhibit A and is incorporated into this Agreement by ref-
erence. Ten (10) days prior to the award of any construction contract or subcontractor
construction contract pursuant to this Agreement, the Subrecipient shall provide a
finalized budget, which must include a schedule of the detailed costs of construction,
and a schedule of construction completion dates, which must include a detailed
completion schedule for the various aspects of construction for Improvements to the
Facilities, which document(s) will then be substituted for the then existing Exhibit A and
become Exhibit A of this Agreement for all purposes under this Agreement.
2.4 Contents of Finalized Budget and Construction Schedule(s). The finalized
budget must include line-item costs for each item referenced in subsection 2.1 of this
Agreement. The finalized budget must provide a detailed presentation of projected
resources and expenses. The finalized construction schedule for Improvements must
reflect the anticipated timeline for the completion of construction stages for each of the
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Improvements set out in subsection 2.1 of this Agreement, including, but not limited to,
dates for the retention of a registered architect or licensed professional engineer, com-
pletion of Plans, completion of conditions precedent to construction, commencement of
construction, completion of construction phases, and expected final completion date of
the Improvements.
2.5 Requests for Payment.
(A) All requests for payment made pursuant to this Agreement must be submitted to
the Administrator.
(B) Progress payments for the Improvements will be made based upon the finalized
budget and construction schedule and the submittal and approval of appropriate
documentation of the work completed, including, without limitation, fully itemized
American Institute of Architects ("AIA") forms.
(C) No progress payments will be made without certification by the registered architect
or licensed professional engineer that the phase to which the payment applies has
been substantially completed nor will any progress payment be made without an
inspection by staff of HCD and Development Services and approval by the
Administrator and Development Services staff affirming that the work has been
completed.
(D) The Administrator may require that the Subrecipient provide a down date waiver
and a subordination of mechanic's lien claims prior to any payment.
(E) All payments will be adjusted according to the actual construction cost and the
capital contribution funds requirement, if any, and in no event may any payment
exceed the stated amount of this Agreement. All requests for payments, excluding
acquisition of property, will be prorated to reflect the Subrecipient's share of costs
as per the approved finalized budget.
2.6 Approval of Finalized Budget and Construction Schedule(s). Construction of
Improvements to the Facilities may not commence prior to the Administrator's approval
of the finalized budget and construction schedule required under subsection 2.4 of this
Agreement. The City will not reimburse any construction costs incurred by the Subre-
cipient prior to the approval of the finalized budget and construction schedule(s), except
for professional services as may be allowed in the Administrator's discretion.
2.7 Periodic Performances Reports. The Subrecipient shall submit periodic perfor-
mance reports to the Administrator that recite progress for the period and advising of
any problems encountered. A performance report must be provided with each request
for payment and/or monthly, whichever comes first.
SECTION 3. RECORDKEEPING, UNIFORM ADMINISTRATIVE REQUIREMENTS
AND OTHER PROGRAM REQUIREMENTS.
3.1 Construction and Operations Records. The Subrecipient shall provide access to
all original records, reports, and audits including, without limitation, all agreements and
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appraisals for the Facilities; invoices; payment and payroll records; bank records; plans
and specifications for the Facilities; Plans written and drawn pursuant to this Agree-
ment; change orders; contracts between the Subrecipient and its contractor(s), between
contractor(s) and their subcontractor(s), and between the Subrecipient and its regis-
tered architect(s) or licensed professional engineer(s); communications and
correspondence with regard to any contracts and subcontracts pertaining to this
Agreement; affidavits executed pursuant to this Agreement; documentation of clientele
being benefited by the Facilities (i.e., number of persons being served, etc.) and the
activity being carried out in the Facilities which pertains to the construction or operation
of the Facilities; and all written obligations pursuant to this Agreement, including, but not
limited to, all information on capital contribution funds required under this Agreement, if
any, during regular business hours for any purposes of the City, the United States'
Department of Housing and Urban Development ("HUD"), or both, to conduct audits and
monitoring.
3.2 Equal Participation Documentation. The Subrecipient shall keep and provide ac-
cess to records documenting compliance with Section 109 of the Housing and Commu-
nity Development Act of 1974 [42 United States Code ("U.S.C.") §5309], as amended,
which requires that no person shall, on the ground of race, color, national origin, reli-
gion, or sex, be excluded from participation in, be denied the benefits of, or be sub-
jected to discrimination under any program or activity funded in whole or in part with
community development funds made available pursuant to the Act. Any prohibition
against discrimination on the basis of age under the Age Discrimination Act of 1975, as
amended, or with respect to an otherwise qualified disabled individual, as provided in 29
U.S.C. §794, as amended, also applies to this Agreement.
3.3 Information and Reports. The Subrecipient shall provide any information, reports,
data, and forms pertinent to this Agreement as the Administrator or staff of HCD may,
from time to time, request for the proper administration of this Agreement. The Sub-
recipient shall adhere and comply with the reporting requirements mandated for the
Performance Measurement System, administered by the City, as a condition of
receiving funds under this Agreement.
3.4 OMB Circulars A-110, A-122, and A-133. The Subrecipient shall comply with the
requirements and standards of United States' Office of Management and Budget
("OMB") Circulars A-110, A-122, and A-133, as each may be amended.
3.5 Compliance Documentation. The Subrecipient shall keep and provide access to
records documenting compliance with the rules and regulations contained in Title 24,
Chapter 570, et. seq., of the Code of Federal Regulations ("CFR"), including, but not
limited to, Subpart K, Sections 570.603, Labor Standards; 570.607, Employment and
Contracting Opportunities; 570.608, Lead-Based Paint; 570.609, Use of Debarred,
Suspended, or Ineligible Contractors or Subrecipients; 570.610, Uniform Administrative
Requirements and Cost Principles; and 570.611, Conflict of Interest. If there is a con-
flict of interest with any employee, agent, consultant, officer, or member of the Board of
Directors of the Subrecipient, the person with the conflict and the nature of the conflict
must be identified, by name and title, and submitted to the Administrator prior to any
costs being incurred at, in, or on the Facilities with respect to construction of the
Improvements.
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3.6 Equal Employment Opportunity. The Subrecipient shall comply with all appli-
cable Federal Equal Employment Opportunity regulations, including, but not limited to,
Executive Order 11246, as amended, and Section 3 of the Housing and Urban Develop-
ment Act of 1968 as set forth in 24 CFR 570.607, as amended, and shall require compli-
ance with the aforementioned laws and regulations in all contracts the Subrecipient
enters into with respect to construction of the Improvements.
3.7 Request for Bids/Proposals. The Subrecipient shall comply with requirements of
OMB Circular A-110, as amended, and all State and local procurement requirements
with regard to solicitation of bids and proposals for construction of the Improvements to
the Facilities, if applicable, and shall provide such records to representatives of HUD,
the City Manager, or the Administrator upon request.
3.8 Real Property Acquisition. The Subrecipient shall comply with requirements of
49 CFR Part 24, Subpart B, as amended, and all State and local acquisition require-
ments with regard to acquisition of property, if applicable, and shall provide such
records to representatives of HUD, the City Manager, or the Administrator upon request.
3.9 Accessibility. The Subrecipient shall comply with the Americans with Disabilities
Act of 1990, as amended, and with the rules and regu-lations published in 28 CFR Part
36, as amended, and all State and local requirements regarding disabled accessibility.
3.10 Religious Organizations. The Subrecipient shall comply with requirements re-
garding religious organizations, as set forth in 24 CFR 570.200(j), as amended.
SECTION 4. SUSPENSION AND TERMINATION.
4.1 Application of 24 CFR 85.43. The City may suspend or terminate this Agreement
in accordance with 24 CFR 85.43, as amended, if the Subrecipient materially fails to
comply with any term of the CDBG Program award or this Agreement.
4.2 Application of 24 CFR 85.44. This Agreement may be terminated for convenience
in accordance with 24 CFR 85.44, as amended.
4.3 Remedies for Non-compliance. Pursuant to the provisions cited in Section 4 of
this Agreement, to Federal rules and regulations applicable to the Subrecipient, and to
HUD guidelines, if any deficiencies are discerned by or through monitoring of this
Agreement, the Administrator may either temporarily withhold cash payments pending
correction of the deficiencies, disallow all or part of the cost of the activity or action not
in compliance, wholly or partly suspend or terminate the current award, withhold further
awards, or take any other remedies that may be legally available.
4.4 Termination Notice. Either party may terminate this Agreement, during the term of
this Agreement, as of the last day of any month upon thirty (30) days prior written no-
tice. The party terminating this Agreement must comply with subsections 4.1 and 4.2 of
this Agreement and all other provisions of this Agreement providing responsibilities in
the event of termination.
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 5 of 16
4.5 Termination. Upon a termination of this Agreement, the Subrecipient agrees to
refund to the City all CDBG Program funds expended on construction of the Facilities
and Improvements. If the Subrecipient cannot refund all such money within thirty (30)
days of the termination notice, the City may take whatever action is necessary to
reimburse the City as set out in 24 CFR 85.43 and 85.44, as each may be amended.
Notwithstanding this provision, the Reversion of CDBG Funds provision, set out in
Section 5 of this Agreement, also applies to the Subrecipient's CDBG Program funds on
hand, accounts receivable, and real property under the Subrecipient's control.
SECTION 5. REVERSION OF CDBG FUNDS.
5.1 Facilities and Improvements Use to Meet National Objective and Same
Business Purpose. The Subrecipient's Facilities and all Improvements must be used
to meet one of the national objectives set forth in 24 CFR 570.208, as amended, during
the term of this Agreement and for five years following the date of final completion of the
construction of the Improvements or five years following the date of the last disburse-
ment of CDBG funds under this Agreement, whichever is longer. In addition, the Subre-
cipient shall use the Facilities and all Improvements for the same business purpose as
that which existed on the date of the Subrecipient's execution of this Agreement for a
period of five (5) years following the date of final completion of the construction of the
Improvements which begins with the date of the project closing in the Integrated
Disbursement Information System.
5.2 Facilities and Improvements Not Used to Meet National Objective and Same
Business Purpose. In the event that the Subrecipient's Facilities or any Improvements
are not used to meet one of the national objectives or the same business purpose for
the length of time specified in subsection 5.1 of this Agreement, then the Subrecipient
shall reimburse the City for the CDBG funds received by the Subrecipient as follows:
(A) Failure to meet national objective: The Subrecipient must reimburse the total award
of CDBG funds received under this Agreement.
(B) Failure to use Facilities or any Improvements for same business purpose: Prorated
reimbursement as a fractional amount, the numerator being the number of months
that the Subrecipient's Facilities or any Improvements failed to be used for the
same business purpose as that which existed on the date of the Subrecipient's
execution of this Agreement and the denominator being 60, multiplied by the total
amount of CDBG funds received by the Subrecipient under this Agreement.
5.3 No Election of Remedies. Resort, by the City, to a remedy under subsection 5.2
of this Agreement, or another remedy provision set out in this Agreement, does not bar
the application and use of any other remedy allowed by law or that may be enforced by
the City pursuant to 24 CFR 570.503, as amended.
SECTION 6. PROGRAM INCOME.
6.1 Disposition of Program Income. Program income received by the Subrecipient
as a result of this Agreement, if any, may be retained by the Subrecipient. Any such
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 6 of 16
program income must be used to operate public facilities to provide services to low and
moderate income individuals and individuals with disabilities within the City of Corpus
Christi and throughout the community served by the Subrecipient in conformity with 24
CFR 570.208, as amended. The Subrecipient shall report program income to the City
annually, during the term of this Agreement, not later than not later than October 1 for
the previous year ending September 30.
6.2 Accounting for Program Income. The Subrecipient shall comply with OMB
Circular A-110, as amended, with reference to program income, if applicable.
SECTION 7. INSURANCE AND INDEMNITY PROVISIONS.
7.1 Insurance. The Subrecipient shall have in force, throughout the term of this Agree-
ment, insurance that complies with the standards in Exhibit B, a copy of which is at-
tached to this Agreement and is incorporated in this Agreement by reference. A certifi-
cate to that effect must be provided to the City's Risk Manager ("Risk Manager") and
the Administrator at least ten (10) days prior to any construction. Failure to maintain
any of the types and limits of the insurance required by Exhibit B is cause for the City to
terminate this Agreement and cancel any and all reimbursements of CDBG funds to the
Subrecipient.
7.2 Notice to City. The Subrecipient shall require its insurance companies, written
policies, and certificates of insurance to provide that the City must be given thirty (30)
days advance notice by the insurer prior to cancellation, nonrenewal, or material change
of the insurance policies required by Exhibit B. Failure to maintain such insurance will
be cause for the City to take control of the Facilities and all Improvements, cancel any
claim that the Subrecipient may have to the use of the Facilities and Improvements, and
cancel any and all reimbursements of CDBG funds to the Subrecipient.
7.3 Right to Re-evaluation and Adjustment of Limits. The Risk Manager retains the
right to re-evaluate the insurance requirements during the term of this Agreement and
adjust the types and limits of such insurance upon thirty (30) days written notice to the
Subrecipient. Insurance types and limits may not be adjusted more frequently than
once per year.
7.4 Indemnification.
(A) The Subrecipient covenants and agrees that it will indemnify and
hold City harmless of, from, and against all claims, demands, ac-
tions, damages, losses, costs, liabilities, expenses, and judgments
recovered from or asserted against the City on account of injury or
damage to persons or property (including, without limitation on
the foregoing, workers' compensation, death, and premises de-
fects) to the extent any such damage or injury may be incident to,
arise out of, or be caused, either proximately or remotely, wholly
or in part, by an act or omission, negligence, or misconduct on the
part of the City, its officers, employees, or agents ("Indemnitees"),
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 7 of 16
acting pursuant to this Agreement and with or without the express
or implied invitation or permission of the Subrecipient, or on the
part of the Subrecipient or any of its agents, servants, employees,
contractors, patrons, guests, licensees, or invitees entering upon
the Facilities being improved or used pursuant to this Agreement,
or when any such injury or damage is the result, proximate or re-
mote, wholly or in part, of the violation by Indemnitees, the Subre-
cipient or any of its agents, servants, employees, contractors,
patrons, guests, licensees, or invitees of any law, ordinance, or
governmental order of any kind, or when any such injury or dam-
age may in any other way arise from or out of the Improvements
being constructed at the Facilities or out of the use or occupancy
of the Improvements to the Facilities or the Facilities itself by the
Indemnitees, the Subrecipient, or any of its agents, servants,
employees, contractors, patrons, guests, licensees, or invitees,
and including, without limitation, any damages or costs which may
occur as a result of the design of the Improvements to the
Facilities, the bidding process, actual construction of the Improve-
ments to the Facility, administration of the construction contracts
by the City or its designee, failure of the Improvements to the
Facilities prior to the completion and acceptance of the Improve-
ments by the City and the Subrecipient jointly, failure of the
Improvements to the Facilities to work as designed, failure of any
contractor, subcontractor, or manufacturer to honor its warranties,
or failure of the Subrecipient to maintain the Improvements to the
Facilities or the Facilities itself.
(B) These terms of indemnification are effective upon the date of exe-
cution of this Agreement and whether such injury or damage may
result from the contributory negligence or concurrent negligence
of Indemnitees, but not if such damage or injury may result from
the sole negligence or willful misconduct of Indemnitees.
(C) The Subrecipient covenants and agrees that, in case the City is
made a party to any litigation against the Subrecipient or in any
litigation commenced by any party other than the Subrecipient
relating to this Agreement and the Improvements to the Facilities
contemplated under this Agreement, the Subrecipient shall, upon
receipt of reasonable notice and at its own expense, investigate all
claims and demands, attend to their settlement or other disposi-
tion, defend the City in all actions based thereon with legal coun-
sel satisfactory to the City Attorney, and pay all charges of at-
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 8 of 16
torneys and all other costs and expenses of any kind whatsoever
arising from any said claims, demands, actions, damages, losses,
costs, liabilities, expenses, or judgments.
(D) The provisions of this section survive the termination or expiration
of this Agreement.
SECTION 8. SUBRECIPIENT'S REQUIREMENTS.
8.1 Precontracting Conference. The Subrecipient has attended a precontracting
conference with City representatives.
8.2 Pre-Bid and Pre-Construction Meetings. The Subrecipient and all of its identified
architects, and contractors and subcontractors must attend a pre-bid and a pre-
construction meeting with HCD staff prior to any construction activities to be paid with
CDBG funds. Failure to do so may result in the Subrecipient being ineligible to receive
the CDBG funds awarded and allocated to the Subrecipient under this Agreement.
8.3 Pledged Contribution. The Subrecipient shall provide any additional funds
needed for the completion of the Improvements. The Subrecipient shall provide
documentation indicating funding source(s) and amount of capital contribution or other
proof as may be required by the Administrator as proof of the capital contribution.
8.4 Prepare Plans and Specifications. The Subrecipient shall retain a registered
architect or licensed professional engineer in accordance with OMB Circular A-110, as
amended, to prepare the Plans and to inspect all Improvements to ensure conformity
with final plans and specifications submitted to the Administrator.
8.5 Professional Services. The Subrecipient shall retain professional services and all
necessary contractors for construction of the Improvements in accordance with OMB
Circular A-110, as amended, and construct Improvements to the Facilities in accor-
dance with final plans and specifications and the schedule submitted to HCD as set out
in subsections 2.1 and 2.3 of this Agreement. The Board of Directors of the Subreci-
pient shall ensure that professional services, relating to the construction of the Improve-
ments, are retained and that the construction of the Improvements is supervised.
8.6 Change Order Procedure. A change order procedure must be instituted to make
changes in the Plans or specifications or to decrease or increase the quantity of work to
be performed or materials, equipment, or supplies to be furnished for the Improvements
to the Facilities. The Subrecipient shall submit all change orders to the Administrator for
approval prior to the change order becoming effective. Any money expended by the
Subrecipient pursuant to a change order and prior to submittal and approval of such
change order is not reimbursable, and the Subrecipient shall bear all such costs asso-
ciated with unapproved changes.
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8.7 Staff and Administrative Support. The Subrecipient shall provide sufficient staff
and administrative support to supervise the construction of the Improvements to the
Facilities.
8.8 Use of Funds. The Subrecipient covenants that all CDBG funds expended under
this Agreement will be used solely for the activities described in this Agreement. The
Subrecipient shall reimburse the City for all funds expended for activities not related to
the purpose and activities described in this Agreement or that violate Federal or State
laws.
8.9 Accounting and Audit. The Subrecipient shall record financial transactions ac-
cording to approved accounting procedures and provide an independent audit of the
expenditures in accordance with OMB Circular A-133, as amended. Such audit must be
completed within ninety (90) days after the Improvements to the Facilities were com-
pleted. A copy of the audit must be provided to the City within thirty (30) days of com-
pletion of the audit. If the audit shows discrepancies between amounts charged the
Subrecipient and amounts reimbursed to the Subrecipient by the City, a resolution of
the discrepancies must be made within sixty (60) days from receipt of the audit by the
City. If the Subrecipient owes the City money in resolution of the discrepancies, the
money must be paid within ninety (90) days from receipt of the audit by the City or the
Subrecipient is in default pursuant to this Agreement.
8.10 Completion Date of Construction. The Subrecipient shall complete construction
of the Improvements to the Facilities in accordance with the approved Plans and
Specifications by September 30, 2015. If the Subrecipient is rendered unable to carry
out the terms of this subsection, the Subrecipient shall promptly give the City written
notice of such delay together with reasonable particulars concerning it. The
Administrator may extend the construction time schedule for such time as may be
deemed necessary and justified, provided, however, that the extension of the
construction time schedule does not exceed the term of this Agreement. (An extension
of the term is addressed in Section 10.)
SECTION 9. CITY'S REQUIREMENTS.
9.1 Committment of Funding for Improvements of Facilities. The City shall provide
the Subrecipient up to Two Hundred Thousand Dollars from the FY2014-15 CDBG
Program for Improvements to the Facilities as described in Section 2 of this Agreement
and in accordance with the accepted bid, budget, and construction schedules made a
part of this Agreement, subject to the Subrecipient's compliance with the provisions of
this Agreement.
9.2 Additional Funds. Nothing in this Agreement may be construed as requiring the
City to provide additional construction funds to the Subrecipient at any time in the future.
SECTION 10. GENERAL PROVISIONS.
10.1 Term. This Agreement terminates October 31, 2015. Extensions to the term of
this Agreement may be requested by the Subrecipient and approved by the City
Manager or designee. However, the Subrecipient is bound by all covenants, terms, and
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 10 of 16
conditions of this Agreement including, without limitation, recordkeeping, for a period of
six (6) years commencing on the date of the Subrecipient's execution of this Agreement,
unless a specific bound period is shorter or longer as may be stated in this Agreement.
10.2 Objective. The Subrecipient shall operate the Facilities and the Improvements to
further the primary objective of the Housing & Community Development Act as outlined
in 24 CFR 570.200 and 570.208, as each may be amended, and will improve the Facil-
ity by September 30, 2015, and provide programs to help low and moderate income
individuals and individuals with disabilities improve the quality of their lives and reach
their maximum potential for independence and at all times in accordance with HUD's
Community Development Block Grant regulations and guidelines and all local, State,
and Federal requirements and laws.
10.3 Licensing. The Subrecipient shall obtain and maintain any certificates and licen-
ses that are required of the Subrecipient, the Facilities, and the programs offered at, on,
or in the Facilities by the United States, the State of Texas, the City, and any other
agencies having regulatory jurisdiction over the Facilities and the Subrecipient.
10.4 Maintenance. The Subrecipient shall furnish all maintenance to the Facilities and
Improvements as necessary to maintain the Facilities and Improvements in good repair.
10.5 Default. In the event the Subrecipient ceases to operate the Facilities in
accordance with the terms of this Agreement or commits any other default in the terms
of this Agreement, the City is herein specifically authorized to demand reimbursement of
the CDBG funds paid to the Subrecipient and, in the event the City is not promptly
repaid, to take possession of the Facilities and all Improvements without recourse and
to dispose of such Facilities and Improvements in any manner the City deems
necessary to reimburse the City.
10.6 No Liability. In no event is the City liable for any contracts made by or entered
into by the Subrecipient with any other person, partnership, association, firm,
corporation, or governmental entity.
10.7 Notices.
(A) All notices, demands, requests, or replies provided for or permitted under this
Agreement, by either party must be in writing and must be delivered by one of the
following methods: (1) by personal delivery; (2) by deposit with the United States
Postal Service as certified or registered mail, return receipt requested, postage
prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery
service, for which service has been prepaid; or (5) by fax transmission.
(B) Notice deposited with the United States Postal Service in the manner described
above will be deemed effective two (2) business days after deposit with the United
States Postal Service. Notice by telegram or overnight express delivery service will
be deemed effective one (1) business day after transmission to the telegraph com-
pany or overnight express carrier. Notice by fax transmission will be deemed effec-
tive upon transmission, with proof of confirmed delivery.
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(C) All such communications must only be made to the following:
If to the City: If to the Subrecipient:
City of Corpus Christi TG 303, Inc..
Attn: Administrator Attn: Executive Dir. or Designee
Housing and Community Development 8610 N. New Braunfels, Ste. 500
1201 Leopard Street San Antonio, TX. 78217
Corpus Christi, Texas 78401-2825 (210) 821-4300
(361) 826-3186 Office (210) 821-4301
(361) 826-1740 Fax
With a copy to:
City of Corpus Christi
Attn: Director
Housing and Community Development Dept.
P.O. Box 9277
Corpus Christi, TX 78469-9277
(361) 826-3044 Office
(361) 826-3011 Fax
(D) Either party may change the address to which notice is sent by using a method set
out above. The Subrecipient shall notify the City of an address change within 10
working days after the address is changed.
10.8 Nonassignment. The Subrecipient may not assign, mortgage, pledge, or transfer
this Agreement or any interest in the Facilities or Improvements without the prior written
consent of the City.
10.9 Nonexclusive Services. Nothing in this Agreement may be construed as prohibi-
ting the Subrecipient from entering into contracts with additional parties for the perfor-
mance of services similar or identical to those enumerated in this Agreement, and no-
thing in this Agreement may be construed as prohibiting the Subrecipient from receiving
compensation from such additional contractual parties, provided that all other terms of
this Agreement are fulfilled.
10.10 Breach of Agreement. Notwithstanding any other provisions of this Agreement,
should the Subrecipient breach any section or provision of this Agreement including,
without limitation, the failure to pay taxes, assessments, or other government charges,
the breach shall be remedied in accordance with subsection 4.3 of this Agreement and
any other applicable subsections. If repayment is required as a remedy, other remedies
may be pursued, as deemed necessary by the City Manager, if repayment is not made.
The City is entitled to reasonable attorneys fees in any court action arising out of this
Agreement.
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 12 of 16
10.11 Modifications. Modifications to this Agreement are not effective unless signed
by a duly authorized representative of each of the parties to this Agreement.
Modifications which do not change the essential scope and purpose of this Agreement
may be approved on behalf of the City by the City Manager.
10.12 Validity. If, for any reason any section, paragraph, subdivision, clause, phrase,
word, or provision of this Agreement is held invalid or unconstitutional by final judgment
of a court of competent jurisdiction, it shall not affect any other section, paragraph, sub-
division, clause, phrase, word, or provision of this Agreement, for it is the definite intent
of the parties to this Agreement that every section, paragraph, subdivision, clause,
phrase, word, and provision of this Agreement be given full force and effect for its pur-
pose.
10.13 Jurisdiction and Venue. The laws of the State of Texas govern and are appli-
cable to any dispute arising under this Agreement. Venue is in Corpus Christi, Nueces
County, Texas, where this Agreement was entered into and must be performed.
10.14 Warranty from Contractor. Upon the Subrecipient's receipt of a copy of the
Architect/Engineer's certificate of substantial completion, the Subrecipient shall only
look to the architects, engineers, contractors, subcontractors, manufacturers, and their
respective warranties to remedy any defects in design, workmanship, or materials, and
the Subrecipient covenants and agrees that the City has no responsibility for any de-
fects of any kind or nature whatsoever, even if it is alleged such defect is due to the
City's negligence. The City must be a third party beneficiary to the Subrecipient's
contracts effecting the Improvements, and all warranties and duties under such con-
tracts must be in favor of the Subrecipient and the City.
10.15 Copies of Rules and Regulations. Copies of some of the Federal rules and
regulations referenced in this Agreement have been provided to the Subrecipient at the
precontracting conference as evidenced by the Subrecipient's CDBG Compliance
Affidavit, which is attached to this Agreement as Exhibit C and incorporated in this
Agreement by reference. Any failure, by the City, to supply the Subrecipient with any
other Federal rules and regulations which may be applicable to the Subrecipient, its
Facilities, the Improvements, CDBG funding, or to recipients of Federal funds does not
waive the Subrecipient's required compliance in accordance with Federal law.
10.16 Disclosure of Interests. In compliance with Section 2-349 of the City's Code of
Ordinances, the Subrecipient shall complete the City's Disclosure of Interests form,
which is attached to this Agreement as Exhibit D, the contents of which, as a
completed form, are incorporated in this document by reference as if fully set out in this
Agreement.
10.17 Acknowledgment of Funding Source. The Subrecipient shall give credit to the
City's CDBG Program as the project funding source in all presentations, written docu-
ments, publicity, and advertisements regarding the Improvements. The Subrecipient
agrees to acknowledge the sponsorship of the City of Corpus Christi at any event
promoting the project or any other project sponsor.
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 13 of 16
10.18 Certification Regarding Lobbing. In compliance with federal law, the
Subrecipient shall execute Exhibit E, the contents of which, as a completed form, are
incorporated in this document by reference as if fully set out in this Agreement.
(EXECUTION PAGES FOLLOW)
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 14 of 16
Executed in duplicate originals this ,of N047,,tt, ,r- , 2014
ATTEST: CITY OF CORPUS CHRISTI
D, L4,, 14,,,A-„, ' 7,09,,,_:j4A-f,e.
Rebecca Huerta 4„... Ronald L. Olson
City Secretary City Manager
Approved as to form: tat. 026 , 2014
C IrCI . QaCWAku.a.
Ste_ n CDU Cll___141-11.2—
,/,67„e.../g-
eborah W. Bro --�~-•-�---..... ...aty
SFMTAliv
Assistant City Attorney
for the City Attorney
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
his instru e t was acknowledged before me on% i ,lwi, J/ , 2014,
b, i ,i �J in his/her capacity as the
e7A-: &a- M+4',a /of the City of Corpus Christi, a Texas home-
rule municipal corporon, on beof the corporation.
?,: JEANNIE HOLLAND N� Public, State of Texas
ri - Notary Public,State of Texos ry
_.A .:4- My Commission Expires
4'!:;,°;,,`.`..r December 23, 2017
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 15 of 16
SUBRECIPIENT: TG 303, INC.
/0 /3 o /iso
Execu we Director or Designee Date
LL, 2/ 121, PE i
Printed name
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
T is instrument was acknowled ed before me on9c j—e.. . 30 , 2014,
by "Y`n \ �D , Executive Director (or Designee) of
TG303, Inc., a Texas non-profit corporation, on behalf of the corporation.
•'�"•Y'6e% JEAN ANN MOIX
3'�• "� Notary Public,State of Texas
+;•• 44f. My Commission Expires
(seal) '%%;,;a ° June 04, 2015
Notary ublic, State of Texas
TG303 Inc.CasaDeManana Apts. FY14 CDBG Agreement Page 16 of 16
EXHIBIT A
PRELIMINARY BUDGET & CONSTRUCTION SCHEDULE
Funding: CDBG FY2014 CDBG Funds: $200,000
Project Name: Expansion of Comm. Center/Casa De Manana Apts. Capital Contribution: $100,761
Organization: TG 303, Inc. dt 1�' Total Project Cost: $300,761
/0;6 O(
Prepared by: Raymond Lucas, Date: 09/08/2014
PRELIMINARY BUDGET
Project Financial Resources: (Funds available to complete your project)
AMOUNT
• FY 2014 CDBG Program $200,000
• Capital Contribution from Agency $100,761
TOTAL FUNDS AVAILABLE FOR PROJECT $300,761
Estimated Expenses: (List estimated expenses to complete your project, such as)
AMOUNT
• Environmental Review $ 5,000
• Land or Facility Acquisition
• Land Survey, Soil Testing
• NE Professional Fees. $ 20,000
• Bid Advertising, Printing, Etc. $ 5,000
• Construction Cost $243,761
• Cost Contingencies (10% average) $ 27,000
TOTAL PROJECT COST $300,761
NOTE: "TOTAL Funds Available for Project" shall be equal to "Total Project Cost"
PRELIMINARY CONSTRUCTION SCHEDULE
(Projected dates for completion of key project phases)
KEY PROJECT PHASES PROJECTED DATES
Enter month, day and year:
• Facility Acquisition N/A
• Platting; Soil Testing; Environmental; Other) 09/01/2014
• Procurement of Architect/Engineer (NE) Services 09/15/2014
• Complete Design Phase 10/31/2014
• Advertising/Bid Opening 11/15/2014
• Awarding Construction Contract 12/15/2014
• Commencement of Construction 01/15/2015
• Construction at 100% Completion 09/30/2015
A FINALIZED Budget & Construction Schedule MUST be submitted ten (10) days prior to award of any
construction contract, and must include a detailed budget with project costs breakdown and a detailed schedule
of construction dates from start to completion. The FINALIZED Budget & Construction Schedule will be
substituted for"Exhibit A" of your FY14 CDBG funding Agreement.
EXHIBIT B
INSURANCE REQUIREMENTS
I. Subrecipient's Liability Insurance
A. Subrecipient must not commence work under this agreement all insurance required herein has been obtained and
such insurance has been approved by the City. Subrecipient must not allow any subcontractor to commence work
until all similar insurance required of the subcontractor has been obtained.
B. Subrecipient must furnish to the City's Risk Manager and to the Department or Division responsible for this
agreement, copies of Certificates of Insurance with applicable policy endorsements, showing the following
minimum coverage by insurance company(s)acceptable to the City's Risk Manager. The City must be named as an
additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable
policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, material Bodily Injury and Property Damage
change, non-renewal or termination is required on
all certificates
COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence
1. Commercial Form
2. Premises - Operations
3. Products/ Completed Operations Hazard
4. Contractual Liability
5. Independent Contractors
6. Broad Form Property Damage
7. Personal Injury
PROPERTY INSURANCE (including) At a minimum, amount sufficient to cover the
All Perils Coverage replacement cost of facilities and/or building
City to be named as loss payee using standard loss
payee clause.
BUILDERS RISK INSURANCE (when applicable) Full value of any improvements constructed with
1. All Risks of Physical Loss; including collapse. CDBG Funds provided under this agreement, so
long as work remains to be completed on such
improvements
C. In the event of accidents of any kind, Subrecipient must furnish the Risk Manager with copies of all reports of such
accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Certificate of Insurance:
* The City of Corpus Christi must be named as an additional insured on the liability
coverage, and a blanket waiver of subrogation on all applicable policies.
* The City of Corpus Christi must be named as loss payee using a standard loss
payee clause on the Fire and Extended Coverage coverage.
* The name of the project must be listed under "Description of Operations"
* At a minimum, a 30-day written notice of cancellation, non-renewal, material change or
termination is required.
Community Development Block Grant Program Subrecipient Agreements ins. req.
8/28/2013 ds Risk Management.
TG303Inc.CasaDeManana CDBGFY14
EXHIBIT C
S
�Qu1,
7/c.,07 �J\
1/4
eir`m
CDBG COMPLIANCE AFFIDAVIT
7852
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Date: /a 3 0
Affiant: / G30 �3 T ,
Community Development flock Grant Subrecipient
Affiant organization representative on oath swears the following statements are true:
I, G7td (2T /27, P'( / E am the ex 6c ctj: v € ,;rete (title) of
36 3 , , , a Texas nonprofit corporation, which has applied
for and been awarded Community Development Block Grant ("CDBG") Program funds
administered by the City of Corpus Christi ("City"). Prior to the start of the project for which CDBG
funds have been awarded, as the representative of the above-named subrecipient organization
("Subrecipient"), I met with City staff and received copies of the following federal rules and
regulations:
OMB Circular A-110 24 CFR 85.43 and 85.44
OMB Circular A-122 24 CFR 570.200, 500, and 600 et. seq.
OMB Circular A-133 49 CFR Part 24, 24.101-24.104 24 CFR
Part 84
By execution of this affidavit, I attest that I have received the above-listed federal rules and
regulations, I have been provided with a general explanation of this information, and I understand
the Subrecipient's obligations of performance under the rules and regulations. Furthermore,
acknowledge that there may be additional federal rules and regulations, beyond the rules and
regulations listed above, to which the Subrecipient may be subject and with which the
Subrecipient must comply.
By:
Name: G: et. E/ / /7?,
Organization:
SWORN TO AND SUBSCRIBED before me the 30 day of , 2014.
,+o��"."�s'�o, JEAN ANN MOIX
* Notary Public,State of Texas
;` . My Commission Expires Notary blic, State of Texas
TG303 Inc.CasafrNf'Xi+ikC.DB�FY ne 04, 2015
EXHIBIT D
P S cy
/O ?
`\)* y/
� 7852 k,.1,0-4104.,/
! CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS
_-
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to
provide the following information. Every question must be answered. If the question is not applicable, answer with "NA."
See the definitions for the Disclosure of Interest in Section II - General Information.
COMPANY NAME: 7.----C 3 O 3 _2i L.
P. O. BOX:
STREET:pCjeN,/U>:w 13/t/fun0�LsSu;*Soc.CITY: S,9,,),10-)A,--)%a ZIP: 7 4P-D--/7
FIRM is: 1. Corporation ( ✓) 2. Partnership ( ) 3. Sole Owner( )
4. Association ( ) 5. Other ( )
DISCLOSURE QUESTIONS
If additional space is necessary, please use the reverse side of this page or attach a separate sheet.
1. State the names of each "employee"of the City of Corpus Christi having an "ownership interest"constituting 3%or
more of the ownership in the above named "firm."
Name N /9 Job Title and City Department(if known)
2. State the names of each "official"of the City of Corpus Christi having an "ownership interest"constituting 3% or more
of the ownership in the above named "firm."
Name N Title
3. State the names of each "board member"of the City of Corpus Christi having an "ownership interest"constituting or
more of the ownership in the above named "firm."
Name Board, Commission, or Committee
4. State the names of each employee or officer of a "consultant"for the City of Corpus Christi who worked on any matter
related to the subject of this contract and has an "ownership interest"constituting 3% or more of the ownership in the
above named "firm."
Name Name
NA
CERTIFICATE
I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld
disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of
Corpus Christi, Texas as changes occur.
Certifying Person: /Gr �C Title: E g E c,4_1;v E LI:,f cc4,Q
•
Definitions for the Disclosure of Interest Form
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi, Texas.
b. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-
time basis, but not as an independent contractor.
c. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial,
and whether established to produce or deal with a product or service, including but not limited
to, entities operated in the form of sole proprietorship, as self-employed person, partnership,
corporation, joint stock company, joint venture, receivership or trust, and entities which for
purposes of taxation are treated as nonprofit organizations.
d. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the
City of Corpus Christi, Texas.
e. "Ownership interest." Legal or equitable interest, whether actually or constructively held, in a
firm, including when such Interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements."
f. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
TG303 Inc. CasaDeManana CDBGFY14
,. •
EXHIBIT E
'O
,,••• y h
a
+ CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any
person for influencing or attempting to influence an officer or an employee of any agency, a member of
congress, an officer or employee of congress, or an employee of a member of congress in connection with
the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of congress, an
officer or employee of congress, or an employee of a member of congress in connection with this federal
contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit with this a
Standard Form-11, "Disclosure Form to Report Lobbying,"in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents
for all subawards at all tiers(including subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements)and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U. S. Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure.
...30146t€ / o/3 �/y
Signature Date
. ;6- /7
Print Name of Authorized Individual
TCo -3 , c.
Organization Dame
TG303 Inc.CasaDeManana CDBGFY14