HomeMy WebLinkAboutC2014-424 - 10/28/2014 - NA HOME LOAN AGREEMENT
between the
CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION (CCCIC)
and
GCM HOUSING CC, LTD.
STATE OF TEXAS §
§
COUNTY OF NUECES §
This HOME LOAN AGREEMENT (hereinafter "AGREEMENT") is hereby made and
entered into to be effective as of April 6, 2015, by and between the CORPUS CHRISTI
COMMUNITY IMPROVEMENT CORPORATION (hereinafter "CCCIC"), a Texas nonprofit
corporation, acting by and through its General Manager, and GCM HOUSING CC, LTD., a
Texas limited partnership organized under the laws of the State of Texas (hereinafter
"BORROWER").
The general partner of the BORROWER is GCM Housing CC GP, LLC, a Texas limited
liability company, for which the manager is Riverstone Apartments GCI GP, LLC, a Texas
limited liability company.
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 Program (hereinafter "HOME Program");
and
WHEREAS, CCCIC has adopted a budget for such funds and has included therein the
expenditure of $900,000 of FY2014 HOME funds in the form of a subsidy loan with 1% interest
for a 40-year term with payments amortized over 40 years and paid from available net cash flow
(hereinafter "Loan") to BORROWER for the construction of a residential rental affordable
housing apartment project entitled, "Riverstone Apartments" (hereinafter"Project"); and
WHEREAS, CCCIC wishes to make the Loan to BORROWER in connection with the
construction (collectively, hereinafter, "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 described as:
Lot Ten (10), Block One (1), MANHATTAN ESTATES UNIT 2, a Subdivision of
the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat
2014-424 IC and GCM Housing CC,Ltd. Page 1 of 47
10/28/14
GCM Housing CC Ltd INDEXED
thereof recorded in Volume 65, Page 139, Map Records of Nueces County,
Texas
and in the Preliminary Budget and Construction Schedule which are 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) filed of record against the Property; and
WHEREAS, BORROWER shall execute a covenant ("Restrictive Covenant of
Affordability"), to bind the Property for a period of twenty (20) years, to the terms set out in this
Agreement and in the sample of the Restrictive Covenant of Affordability is attached to this
Agreement as Exhibit B. The executed Restrictive Covenant of Affordability will then replace
the sample Exhibit B attached to this Agreement. The text of the executed Restrictive
Covenant of Affordability is then, by agreement of the parties, incorporated into this Agreement
by reference, and the executed Restrictive Covenant of Affordability will be recorded in the
official deed records of Nueces County, Texas.
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 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 40-year
amortization of the Loan, 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, which for purposes of this
Agreement and the other Loan Documents shall be evidenced by the issuance of certificates of
occupancy (or the jurisdictional equivalent) for the buildings located on the Property, shall be no
later than December 31, 2017.
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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 2 of 47
II. SCOPE OF WORK
2.1 The Project will consist of construction of 60 affordable multi-family housing units.
HOME funds provided under this Agreement will be utilized for the construction of six (6) HOME
assisted floating units. The Project will maintain six HOME assisted floating units for the twenty
(20) year affordability period. Designation of the HOME assisted units shall be as follows: One
(1) one-bedroom, Two (2) two--bedroom units, and Three (3) three--bedroom units. HOME
subsidy does not exceed the limits provided at §221(D) (3) of the National Housing Act, see
Exhibit D for limits provided.
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
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. 99-499, 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 and/or 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 that Environmental Assessment Phase I
prepared by Phase Engineering Inc., dated October 6, 2014, bearing Job No.
201407083.
First Lien Lender: CommunityBank of Texas, N.A., 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
$7,250,000.00, and which will be governed and secured by the First Lien Loan
Documents.
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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 $7,250,000.00 executed by BORROWER for the benefit of
First Lien Lender. 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.
Improvements: The improvements now or hereafter located on the Property and being
generally described as a 60-unit 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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 4 of 47
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"), (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.
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 construction of the Improvements, and all
amendments and modifications thereof.
Property: Defined herein above.
Subordination Agreement: That Intercreditor and Subordination Agreement dated of
even date herewith executed by CCCIC, BORROWER and First Lien Lender.
IV. REPRESENTATIVES
4.1 Unless written notification by BORROWER to the contrary is received and approved by
CCCIC, the Manager of Riverstone Apartments GCI GP, LLC, 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 4.1 and 4.2 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 Partnerships Program (Final Rule) and in accordance with CITY's
HUD-approved Grant Application and with other specific assurances made and executed by
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 5 of 47
CITY. BORROWER, therefore, assures and certifies that it will comply, in all material respects,
with the requirements of the HOME Investment Partnerships Program (Final Rule) and with all
regulations promulgated thereunder, codified at Title 24 of the Code of Federal Regulations.
BORROWER understands, however, that the HOME Investment Partnerships 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 Partnerships 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 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
respects.
VI. BORROWER'S WARRANTIES AND REPRESENTATIONS
6.1 Responsibility. BORROWER shall be solely responsible for all aspects of
BORROWER's 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, 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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 6 of 47
6.3 Legal Authority. All action on BORROWER's part requisite for the due authorization,
creation, issuance, execution and delivery of this AGREEMENT and the other Loan Documents
has been duly and effectively taken. More specifically, BORROWER possess the legal
authority, pursuant to any proper, appropriate and official motion, resolution or action passed or
taken, to enter into this AGREEMENT and the Loan Documents and to perform the
responsibilities herein required, and each of the Loan Documents entered into by BORROWER
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 Manager of Riverstone Apartments GCI GP, LLC,
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 of the State of Texas.
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) 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 BORROWER received written notice 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 in accordance with the terms of Section 38.2 of this AGREEMENT.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 7 of 47
6.9 Compliance with Legal Requirements.
(A) BORROWER has (or will have when required) (i) received all requisite building
permits and approvals required for the commencement of construction of 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 prior to
commencement of the demolition or reconstruction work done in connection with the
Project.
(B) The HOME assisted 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, other than amounts funded at the closing of the purchase of the
Property.
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 Land,
including, without limitation, potable water, storm and sanitary sewer, gas, electric, telephone
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 in the Environmental Report, (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.
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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
satisfaction, in its reasonable determination and/or discretion. The funds available for utilization
hereunder shall be expended only in accordance with the terms of this AGREEMENT for
construction of seven (7) HOME assisted units. BORROWER shall submit a Project budget and
construction schedule ("Construction Schedule") within ten (10) days of start of construction
activities, to replace the Preliminary Budget and Construction Schedule at Exhibit A.
X. DRAW REQUESTS
10.1 Provided no Event of Default (as defined in the Deed of Trust) has occurred and remains
uncured, CCCIC will deliver funding reimbursement to BORROWER, to be used by
BORROWER to construct the Project, up to Nine Hundred Thousand and No/100 Dollars
($900,000), upon request of the BORROWER as work in place is completed and construction
work has been verified by CCCIC. City shall retain 10% of the funds or $90,000 until
construction of the Project is complete. Upon completion of Project construction, the City will
deliver $90,000 to BORROWER.
10.2 Upon completion of Project construction funding in the amount of $90,000 will be
delivered to BORROWER.
Xl. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 Except as otherwise provided in the Permitted Exceptions (as defined in the Deed of
Trust), 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 and the Loan Documents, and any
refinancing of the First 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
Project, removal of BORROWER's general partner in accordance with the terms of
BORROWER's partnership agreement, and transfers by borrower's limited partners of
their limited partnership interests in BORROWER pursuant to BORROWER's
partnership agreement.
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(D) Sell, convey, or lease all or any substantial part of BORROWER's assets other
than for residential use; or
(E) 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 disbursement of proceeds
of the Loan 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
(B) Have any direct or indirect interest in this AGREEMENT or the proceeds thereof.
XV. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
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PROPOSED DEBARMENT, AND OTHER
RESPONSIBILITY MATTERS
15.1 BORROWER shall comply with non-procurement, debarment and suspension standards
set forth in 2 CFR Part 180, 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 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 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, 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.
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,
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 11 of 47
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 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
in writing by CCCIC, all books, records, documents, reports, and written accounting
policies and procedures pertaining to the Project and expenditures of funds under this
Agreement, and as in accordance with 24 CFR 92.508(c)(1)(4).
(C) At any reasonable time and as often as CCCIC may deem necessary in its
reasonable determination, 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, quarterly performance records and reports shall be submitted to
CCCIC by BORROWER on or before the twentieth (20th) calendar day of January, April,
July and October with each report reflecting the previous quarter. During construction of
the Project, the quarterly report shall contain details related to construction progress.
Following 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,
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 12 of 47
as well as provide additional information in connection with such reports as may be
requested by CCCIC, both in CCCIC's reasonable determination. CCCIC agrees to
accept copies of any monthly or quarterly reports that may be submitted to First Lien
Lender or BORROWER's investor limited partner in satisfaction of this requirement.
17.2 Monitoring and Inspection.
(A) CCCIC, through its officers, agents or employees, shall, with reasonable prior notice
delivered to Borrower, 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 BORROWER 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 delivered to
BORROWER by any of BORROWER's funding or regulatory bodies that contain materially
adverse findings 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 to preserving CCCIC's 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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 13 of 47
XVIII. AUDITS, BONDING AND INSURANCE
18.1 Audits.
(A) Unless otherwise directed by 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 provisions of this AGREEMENT to the contrary, 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 CCCIC
under this AGREEMENT; provided, however, that CCCIC shall not make payment
for the cost of such audit services until CCCIC has received such audit report from
BORROWER.
(iv) Unless otherwise specifically authorized by CCCIC in writing, BORROWER shall
submit the report of such audit to CCCIC within thirty (30) days after BORROWER's
receipt of the completed 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
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, 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 CCCIC or its
authorized agent or representative to audit BORROWER's records and to make copies
of any documents, materials, or information necessary to facilitate such audit. Should an
audit not be required by sub-section A of this Section 18, BORROWER shall provide an
annual audit to 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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 14 of 47
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 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 E.
(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 CCCIC as a loss
payee using a standard loss payee clause. A certificate to that effect must be
provided to 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 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 CCCIC. Failure to maintain such insurance will be cause for
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. CCCIC, through its General Manager or
his designee, retains the right to, in the General Manager's reasonable discretion, 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 will be paid
by BORROWER, at its own expense, unless otherwise authorized in writing by CCCIC,
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 15 of 47
and 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, CCCIC and the elected officials, employees, officers, directors,
volunteers, agents and representatives of 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 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 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 CCCIC in writing of any claim or demand against
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.
CCCIC shall have the right, at its option and at its own expense, to
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 16 of 47
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 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 CCCIC (or any of its elected officials,
employees, officers, directors, volunteers, agents, and representatives) is
the sole cause of the resultant injury, death or damage, or is the result of
CCCIC's (or any of its elected officials, employees, officers, directors,
volunteers, agents, and representatives) gross negligence and/or willful
misconduct. BORROWER further AGREES TO DEFEND, AT ITS OWN
EXPENSE and ON BEHALF OF CCCIC AND IN THE NAME OF CCCIC, any
claim or litigation brought against 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.
19.3 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, mention shall be made of HUD funded CCCIC participation having made the
Project possible.
20.2 BORROWER will have affirmative marketing procedures to market units to persons in
the housing market area without regard to race, color, national origin, sex, religion, familial
status, or disability. The affirmative marketing requirements apply and must be followed
throughout the affordability period.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 17 of 47
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
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 BORROWER is preparing or submitting
any application for funding (other than as set forth in the Permitted Exceptions and/or
BORROWER's 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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 18 of 47
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.
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 all applicable notice and cure
periods;
(B) Termination or reduction of funding of the Project by HUD;
(C) Reserved;
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 19 of 47
(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
(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 by BORROWER 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 CCCIC or 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, if
requested by CCCIC, and in accordance with Article XXVII hereof, be delivered by
BORROWER to CCCIC in a timely and expeditious manner.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 20 of 47
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.
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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 21 of 47
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 that this Project has
less than twelve (12) HOME assisted units and these requirements are not applicable in this
instance.
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 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.
27.8 BORROWER shall ensure that all HOME assisted 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 F;
(D) The "Certification Regarding Lobbying" as herein referred to, attached and executed
as Exhibit G.
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. CCCIC hereby
acknowledges that such approval has been given.
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 Six (6) HOME assisted units in the Project
shall be floating units. Twenty percent (20%) of HOME assisted units will be low HOME rent and
the remaining high HOME rent as is provided in Exhibit H.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 22 of 47
27.13 BORROWER shall adopt written tenant selection policies and criteria, such as a written
waiting list, as required by 24 CFR 92. 253(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);
(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)(i) 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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 23 of 47
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 of a HOME
assisted unit shall be determined initially in accordance with 24 CFR 92.203(a)(1)(i).
BORROWER shall annually re-examine each such 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
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 of HOME assisted units 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 the 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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 24 of 47
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 the 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 the 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
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 filled 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).
)(XVIII. 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,
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 25 of 47
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.
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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 26 of 47
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.
XXXIII. TEXAS LAW TO APPLY
33.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW PRINCIPALS OR RULES, 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.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 27 of 47
XXXVII. ENTIRE -AGREEMENT
37.1 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.
XXXVIII. 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
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
c/o: City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Attention: HCD Administrator
Fax: 361-826-1740
To Borrower: GCM Housing CC, Ltd.
1414 E. Primrose Street, Suite 100
Springfield, Missouri 65804
Attention: Michael C. Gardner
With a copy to: Hudson Riverstone LLC
do Hudson Housing Capital LLC
630 Fifth Avenue, 28th Floor
New York, New York 10111
Attention: Joseph A. Macari
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 28 of 47
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 Majeure. 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
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]
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 29 of 47
Executed in duplicate originals to be effective as of the date first set forth above.
ATTEST: Corpus Christi Community Improvement
Corporation ("CCCIC"):
2aiAA n, , /
Rebecca Huerta onald L. Olson
Secretary General Manager
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES •
§
This instrument was acknowledged before me on this ID day of April 2015 by Ronald L.
Olson, General Manager of the CORPUS CHRISTI COMMUNITY IMPROVEMENT
CORPORATION, a Texas nonprofit corporation, on behalf of the corporation.
(( (Seal)
?l ��: OLIVER KENT MEEK
t _ Notary Public,store or Texas Notary Pubi'� . - • - •as
My Commission Expires
March 09. 2019
APPROVED AS TO FORM: (çIj A
THIS 9 DAY OF APRIL, 2015 IT NONCE 0
SECRETARY
Adien-GrentCicr � �e
Assistant City Attorney
For Miles Risley, City Attorney
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 30 of 47
BORROWER:
GCM HOUSING CC, LTD., .
a Texas limited partnership
By: GCM Housing CC GP, LLC,
a Texas limited liability company,
its general partner
By: Riverstone Apartments GCI GP, LLC,
a Texas limited liability company,
its manager
/7
B :
,P'cha-' &IF9" ner, Manager
STATE OF MISSOURI §
COUNTY OF ST. LOUIS §
This instrument was acknowledged before me on this 3 day of April, 2015, by
Michael Gardner, Manager of Riverstone Apartments GCI GP, LLC, a Texas limited liability
company, manager of GCM Housing CC GP, LLC, a Texas limited liability company, general
partner of GCM HOUSING CC, LTD., a Texas limited partnership, on behalf of said limited
partnership.
[ SEAL ] at.tn �_ `
N tary Public, State of Missouri
GRETCHEN R. SCHMIDT
Notary Public, Notary Seal
State of Missouri
St. Louis County
Commission # 13553253
My Commission Expues December 02, 201
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 31 of
47
Exhibit A Preliminary Budget and Construction Schedule
Exhibit B Covenant of Affordability
Exhibit C Loan Amortization Schedule
Exhibit D §221(D)(3) of National Housing Act
Exhibit E Insurance
Exhibit F Other Federal Requirements
Exhibit G Certificate Regarding Lobbying
Exhibit H HOME Rent and Income Limits
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 32 of 47
EXHIBIT A
Preliminary Budget & Construction Schedule
Project Name: Riverstone Apartments. Project Location: 3501 Airline Road
Property Owner: GCM Housing CC,Ltd.
Total Project Cost: $10,282,050.00 HOME FY14 Award: $900,000.00
Preliminary Budget
Project Financial Resources: (list may be adjusted to meet your project)
(Funds available to complete project) Amount
• Deferred Developer Fee $ 176,041.00
• FY 2014 HOME Fund $ 900,000.00
• Other: LIHTC $ 7,486,009.00
• Construction/Permanent Loan $ 1,720,000.00*
Total Funds Available for Project $10.282,050.00
Estimated Expenses: (list may be adjusted to meet your project)
(List estimated expenses to complete your project) such as: Amount
• Land Acquisition $ 1,336,087.00
• Site Work Costs $ 540,000.00
• Direct New Construction Costs (includes HOME funds$900,000) $ 4,580,811.00
• Other Construction Costs(Fees, OH,Profit) .$ 716,914.00
• Contingency $ 291,886.00
• Indirect/Soft Costs $ 985,880.00
• Developer Fees $ 1,098,000.00
• Financing Related Costs $ 541,842.00
• Project Reserves .$ 190,630.00
Total Project Cost $10,282050.00
*Construction Loan of$7,250,000.00 to be paid down to Permanent Loan of$1,720,000.00
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 33 of 47
Preliminary Construction Schedule
(Project Dates for completion of key project phases)
Projected Dates
• Design/Bid Documents(specification packet)completed 11.14.14
• Platting/Soil Testing(lead based paint, environmental,etc.) 10.01.14
• Construction Contract Award 03.23.15
• Land Acquisition 03.19.15
• Start Construction 04.15.15
• Construction 100%completion 04.15.16
NOTE: HUD/HOME Program does not require PJ 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. Although HUD/HOME Program does not require PJ to manage procurement
process, HOME does require PJ to secure copies of contract with Prime Contractor and therefore said contract must
be provided to PJ.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 34 of 47
EXHIBIT B
DEED COVENANT
TO BIND PROPERTY
FOR PERIOD OF AFFORDABILITY
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
Pursuant to that HOME Loan Agreement dated to be effective as of April ,
2015, entered into between the Corpus Christi Community Improvement
Corporation, a non-profit corporation organized under the laws of the State of Texas
("CCCIC"), and GCM Housing CC, Ltd., a Texas limited partnership ("GCM"), which is
the legal title holder to property described below (the "HOME Agreement"), is
incorporated in this instrument by reference, GCM accepted federal funds in conjunction
with the United States Department of Housing and Urban Development's Home
Investment Partnership Program administered by CCCIC, for the development of
multifamily housing to be known as the Riverstone Apartments and located on the
following property:
Lot Ten (10), Block One (1), MANHATTAN ESTATES UNIT
2, a Subdivision of the City of Corpus Christi, Nueces
County, Texas, as shown by the map or plat thereof
recorded in Volume 65, Page 139, Map Records of Nueces
County, Texas
Pursuant to the terms, conditions, and covenants contained within the HOME
Agreement, GCM, in consideration of receiving the funding, agrees to bind the Property
with the affordability requirements specified in the HOME Agreement and 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 of completion of the construction of the project on the
Property, which shall be evidenced by the issuance of certificates of occupancy (or the
jurisdictional equivalent) for the buildings located on the Property.
(EXECUTION PAGE FOLLOWS)
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 35 of 47
This instrument constitutes a covenant running with the land required by
federal law and binds GCM, and its successors, heirs, assigns, and transferees,
such Property being subject to this instrument.
GCM HOUSING CC, LTD.,
a Texas limited partnership
By: GCM Housing CC GP, LLC,
a Texas limited liability company,
its general partner
By: Riverstone Apartments GCI GP, LLC,
a Texas limited liability company,
its manager
By:
Michael Gardner, Manager
STATE OF MISSOURI §
§
COUNTY OF ST. LOUIS §
This instrument was acknowledged before me on this day of April, 2015, by
Michael Gardner, Manager of Riverstone Apartments GCI GP, LLC, a Texas limited
liability company, manager of GCM Housing CC GP, LLC, a Texas limited liability
company, general partner of GCM HOUSING CC, LTD., a Texas limited partnership, on
behalf of said limited partnership.
[ SEAL ]
Notary Public, State of Missouri
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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 36 of 47
EXHIBIT C
AMORTIZATION SCHEDULE
(attached)
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 37 of 47
CORPUS CHRISTI COMMUNITY IMPROV CORP. February 12,2015
Amortization Schedule 13:57:15
EXHIBIT C
Name On Loan: Riverstone Apartment
Principal Balance: $900,000.00
Interest Rate: 1.00000 %
Payment Frequency Annually
Term In Months: 480
Beginning P86 Amount: 527,410.04
1st Payment Due Date: 05/01/2018
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
1 05/01/2018 $9,000.00 518,410.04 527,410.04 5881.589.96
Yearly Sub-Totals: $9,000.00 $18,410.04
2 05/01/2019 58,815.90 513,594.14 527,410.04 5862,995.82
Yearly Sub-Totals: $8,815.90 $18,594.14
3 05/01/2020 58,629.96 518.780,08 527,410.04 5844,215.74
Yearly Sub Totals $8,629.96 $18,780.08
4 05/01/2021 58,44216 $18,967.88 $27,410.04 5825.247,86
Yearly Sub-Totals: $8,442.16 $18,967.88
5 05/01/2022 58252.48 519,157.56 527,410.04 5806,090.30
Yearly Sub-Totals: $8,252.48 $19,157.58
S 05/01/2023 54060.90 519,349.14 $27,410.04 5786,741.16
Yearly Sub-Totals: $8,060.90 $19,349.14
7 05/01/2024 $7,867.41 519.542.63 527,410.04 5767,198.53
Yearly Sub-Totals: $7,867.41 $19,542.63
8 05/01/2025 57,671,99 519,738,05 527,410.04 5747,460.48
Yearly Sub-Totem $7,671.99 $14.738.05
9 05/01/2026 $7,474.60 $19,935.44 $27,410.04 $727,525.04
Yearly Sub-Totals: $7,474.60 $19,935.44
10 05/01/2027 $7,275.25 $20,134.79 $27,410.04 $707,390.25
Yearly Sub-Totals: $7,275.25 $20,134 79
11 05/01/2028 57.073.90 520,336.14 $27,410.04 5687,054.11
Yearly Sub-Totals $7,073.90 $20,336.14
12 05/01/2029 5657054 520,53950 527,410.04 5666,514.61
Yearly Sub-Totals: $6,870.54 320,539.50
13 05/01/2030 54665.15 520,74449 527,410.04 $645,769.72
Yearly Sub-Totals: $6,665.15 $20.744.89
14 05/01/2031 56,457.70 520,95234 $27,410.04 5624,817.38
Yearly Sub-Totals: $6.45770 $20,932.34
•
15 05/01/2032 $6,248.17 521,161.87 527,410.04 5603.655.51
Yearly Sub-Totals: $6,248.17 $21,161.87
motes an Interest Only Payment Page 1
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 38 of 47
CORPUS CHRISTI COMMUNITY IMPROV CORP. February 12,2015
Amortization Schedule 13:57:15
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
16 05/01/2033 56,036.56 521,373.48 $27,410.04 $582,282.03
Yearly Sub.-Totals: $6,036.56 $21,373.48
17 05/01/2034 55,822.82 521,587.22 $27,410.04 5560694.81
Yearly Sub-Totals: $5,822.32 $21,587.22
18 05/01/2035 $5,606.95 521,803.09 327,410.04 $538,891.72
Yearly Sub-Totals: $5,606.95 $21,803.09
19 05/01/2036 55,388.92 $22,021.12 527,410.04 $516,870.60
Yearly Sub-Totals: $5,388.92 $22,021.12
20 05/01/2037 $5,168.71 $22,241.33 ;27,410.04 5494,629.27
YearlySub-Totals: $5,168.71 $22,24133
21 05/01/2038 54.94629 $21463.75 $27,410.04 $472,16552
Yearly Sub-Totals: $4,946.29 $22,463.75
22 05/01/2039 54,721.66 $22,688.38 527,410.04 5449,477.14
YearlySub-Totals. $4,721.66 $22,688.38
23 05/01/2040 54,494.77 $22,915.27 $27,410.04 5426,56127
YearlySub-Totals:• $4,494.77 $22,915.27
24 05/01/2041 34,265.62 $23,144.42 527,410.04 5403,417.45
Yearly Sub-Totals: $4,265.62 $23,144.42
25 05/01/2042 $4.034.17 $23,375.87 527,41004 5380.041.58
Yearly Sub-Totals: $4,034.17 $23.375.87
26 05/01/2043 $3,800.42 $23,609.62 $27.410.04 $356,431.96
Yearly Sub-Totals $3,800.42 $23,609.62
27 05/01/2044 $3,564.32 $23,845.72 $27,410.04 $332.58624
Yearly Sub-Totals: $1,56432 $23,845.72
28 05/01/2045 $3,325.86 524,08418 527,410.04 5308,502.06
Yearly Sub-Totals: $3,325.86 $24,084.18
29 05/01/2046 53,085.02 $24,325,02 527,410.04 5284,177.04
Yearly Sub-Totals: $3,085.02 $24,325.02
30 05/01/2047 52,841.77 $24,568.27 527,410.04 5259,608.77
Yearly Sub-Totals: $2,841.77 $24,568.27
31 05/01/2048 $2,596.09 $24,813.95 $27,410.04 $234,794.82
Yearly Sub-Totals $2,596.09 $24,813.95
32 05/01/2049 52,347.95 525,06109 $27,430.04 $209732.73
Yearly Sub-Totals: $2,347.95 $25,062.09
33 05/01/2050 52,09733 $25,312.71 $27,410.04 $184,420.02
Yearly Sub-Totals $2.097.33 $25,312.71
34 05/01/2051 51.84420 525,565.84 527,410.04 $158,854.18
Yearly Sub-Totals: $1,844.20 $25.565.84
•Denotes an Interest Only Payment Page 2
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 39 of 47
CORPUS CHRISTI COMMUNITY IMPROV CORP. February 12,2015
Amortization Schedule 1357:15
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
35 05/01/2052 51,588.54 525.821.50 527,410.04 51.33,032.68
Yearly Sub-Totals: $1,58834 525,821.50
36 05/01/2053 51,330,33 $26,079.71 $27,410.04 $106,952.97
Yearly Sub-Totaist $1,33133 $26,079.71
37 05/01/2054 51.069.53 526,34051 527,410.04 $80,612A6
Yearly Sub-Totals: $1,069.53 $26,340.51
38 05/01/2055 $806.12 $26,603.92 $27,410.04 S54,008.54
Yearly Sub-Totals: $806.12 $26,603.82
39 05/01/2056 5540.09 $26,869.95 $27,410.04 527,13859
Yearly Sub-Totals, $540.09 516,869,95
40 05/01/2057 5271.39 527.138.59 527,409.98 $0.00
Yearly Sub-Totals: $271.39 $27,13859
Totals: $196,402.54 $900,000.00
Last Payment Amount: 27,409.98
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 40 of 47
EXHIBIT D
Section 221(D)(3) of National Housing Act
(attached)
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 41 of 47
EXHIBIT E
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City. Contractor must
not allow any subcontractor to commence work until all similar insurance required of any
subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Director of Housing and
Community Development, 2 copies of Certificates of Insurance (COI) with applicable
policy endorsements showing the following minimum coverage by an insurance
company(s) acceptable to the City's Risk Manager. The City must be listed as an
additional insured on the General liability and Auto Liability policies, and a waiver
of subrogation is required on all applicable policies. Endorsements must be
provided with COI. Project name and or number must be listed in Description Box
of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by applicable Per occurrence - aggregate
policy endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
BUILDER'S RISK For replacement cost of project. To include
all perils and collapse.
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 42 of
47
C. In the event of accidents of any kind related to this lease agreement, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage
through a licensed insurance company. The coverage must be written on a policy and
endorsements approved by the Texas Department of Insurance. The workers'
compensation coverage provided must be in an amount sufficient to assure that all
workers' compensation obligations incurred by the Contractor will be promptly met.
B. 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. Contractor shall be required to 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 Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
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:
• List the City and its officers, officials, employees, volunteers, and elected representatives
as additional insured by endorsement, as respects operations, completed operation 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;
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 43 of 47
• 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,
Contractor 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.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2014 Insurance Requirements
Housing and Community Development
Riverstone Apartment Project
12/09/2014 ds Risk Management.
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 44 of 47
EXHIBIT F
OTHER FEDERAL REQUIREMENTS
Pursuant to that HOME Loan Agreement ("HOME Agreement") dated April,
, 2015, entered into between the Corpus Christi Community Improvement
Corporation ("CCCIC"), a Texas non-profit corporation, acting by and though its
General Manager, and GCM Housing CC, Ltd., a Texas limited partnership, agreed
that it shall comply with all federal, state, and local laws, rules, and regulations
applicable to the activities, services and performances rendered, as noted in said
HOME Agreement, including, but not limited to, the laws, rules, and the regulations
specified in Sections I through V of this Exhibit.
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." Failure or refusal 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. GCM
Housing CC, Ltd., et al, must prescribe procedures acceptable to the
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 45 of 47
CCCIC to establish activities to ensure the inclusion, to the maximum extent
possible of minorities and women and entities owned by minorities and
women. GCM Housing CC, Ltd., et al, will be required to identify contracts
which have been bid by minority owned, women owned, and/or small
disadvantaged businesses;
• 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 the agreement between CCCIC and GCM Housing CC,
Ltd., GCM Housing CC, Ltd., et al, 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.
II. LEAD-BASED PAINT
• Title IV of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Sec.
4831), including Mold and other health hazards.
III. ENVIRONMENTAL STANDARDS
• Environmental Review Procedures for Title I Community Development Block
Grant Programs, 24 CFR Part 58, as amended in 47 Fed. Reg. 15750 (April
12, 1982);
• National Environmental Policy Act of 1969 (42 U.S.C. Sec. 4321 et. seq.)
and 40 CFR Parts 1500-1508;
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 46 of 47
• The National Historic Preservation Act of 1966 (16 U.S.C. Sec. 470 et. seq.)
as amended; particularly Section 106 (16 U.S.C. Sec. 470f);
• Executive Order 11593, Protection and Enhancement of the Cultural
Environment, May 13 1971 (36 Fed. Reg. 8921), particularly Section 2(c);
• The Reservoir Salvage Act of 1960 (16 U.S.C. Sec. 469 et seq.), particularly
Section 3 (16 U.S.C. Sec. 469a-1), as amended by the Archeological and
Historic Preservation Act of 1974;
• Flood Disaster Protection Act of 1973, (42 U.S.C. Sec. 4001 et. seq.) as
amended, particularly Sections 102(a) and 202(a) [(42 U.S.C. Sec. 4012a
(a) and Sec. 4106(a)];
• Executive Order 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
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 47 of 47
• 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)].
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 92.252(j)
• Property Standards — 24CFR 92.251
• Provide tenants copies of Lead and Mold Information Brochures
• 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 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(0(3)
• Utility Allowances and Fees — 24CFR 92.252(C)
• Initial Rent Schedule — 24CFR 92.252(c) and 92.504.(c)(3)
• Adjusting Rents — 24CFR 92.252(0(1), 24CFR 92.252(0(2), 24CFR
92.252(g)(2).
• Maintaining Unit and Occupancy Mix - 24CFR 92.252(i)
• Tenant Selection Procedures - 24CFR 92.2253(d)
• Tenant Lease — 24CFR 92.252(0(2)
• Lease Provisions - 24CFR 92.253(a), 24CFR 92.253(c)
• Prohibited Clauses - 24CFR 92.253(b)
• Affirmative Marketing responsibilities as outlined in 24CFR 92.351
• Tenant Participation Plan, 24CFR 92.303
• Displacement, Relocation and Acquisition, CFR 92.353
• Faith Based Activities, 24CFR 92.257
• Must have a Property Manager with at least one year experience in
managing HOME rental property.
• All other applicable HUD, HOME, federal, state and local regulations.
Project Name: Riverstone Apartments. HOME FY2014
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 48 of 47
EXHIBIT G
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.
(EXECUTION PAGE FOLLOWS)
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 49 of 47
Executed to be effective as of the date set forth in the acknowledgment.
GCM HOUSING CC, LTD.,
a Texas limited partnership
By: GCM Housing CC GP, LLC,
a Texas limited liability company,
its general partner
By: Riverstone Apartments GCI GP, LLC,
a Texas limited liability company,
its manager
By:
Michael Gardner, Manager
STATE OF MISSOURI §
§
COUNTY OF ST. LOUIS §
This instrument was acknowledged before me on this day of April, 2015, by
Michael Gardner, Manager of Riverstone Apartments GCI GP, LLC, a Texas limited liability
company, manager of GCM Housing CC GP, LLC, a Texas limited liability company, general
partner of GCM HOUSING CC, LTD., a Texas limited partnership, on behalf of said limited
partnership.
[ SEAL ]
Notary Public, State of Missouri
AFTER RECORDING RETURN TO:
ATTN: Community Development Administrator
Housing and Community Development Department
Corpus Christi Community Improvement Corporation
P. O. Box 9277
Corpus Christi,TX 78469-9277
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 50 of 47
EXHIBIT H
HOME Rent and Income Limits
HOME Loan Agreement between CCCIC and GCM Housing CC,Ltd. Page 51 of 47
Exhibit H
a
City of Carpus Christi Hooting and GSmmunIty Development o
Effictivtasofbnuarr22.2014-sublectto change In 2111.5 __. __-_-- N
_.., US DEPT OF HIM 2014 f E POGRAM RENTS _ w
PROGRAM EFFICIENCY 1 BR 2 BR 3 8R 4 DR 3 8R - _-6 B61_ o
LOW HOME RENT UM1T __..._ 475.00 508.03 61000 705.-00 --786--.00-- _ 868.o ------941,00
HIGH HOME RENT UMIT _ 546.00 641.00 772.00883.03 _.. 965.00 ,... 1 047 00 s 1,128.00
FYI• _.....
FAIR MARKET RENT _®®_�__ 546.00 554-00 839.00 1,111_03 1,313T OD 1,503.00 t 1,89900
30%RENT LIMIT 277.00 29.00 356,00 I 411.00 458.00 506,00 �.
40%RENT OMIT 36900. 39110 474.00 547.110 611.00 674,00;
S0%RENT LIMIT 47500 002.00 610.001 - 705.00 786.00 _ 868.00 . 948.00
6976 RENT LIMIT 598.00 -- 64100 772.00 f 883.00 96500 1447.00 _ __7428.00
US DEPT O6 HUQ 2014 ADJUSTED/SOME INCOME LIMITS
amPUS 04RI571,TK
HUD METRO FMR AREA ; _ _ ..___,,..._.., ..
1 REASON 2 PERSON 3 PERSON- - 4 PERSON 5-PERSON, -- 6 PERSON _ 7 PERSON _..B PERSON
3096 LIMITS -_ ,I.1.10000 12,650.00 14.250.03 15,8[0.00 17_100 00 .__._. 18,.350.00 19,600,€40 20.900.00 v
4056 LIMITS 14750.00, 16,840.04 18,,,960.80 21,04000 22,760.00 24,440,00 26„12000 27,800,00 J
513%VERY LOW INQOME 18,45-0100; 21,050-00 23,700.00 76.300130 28,45000
30,550,00 32,650.00 34,750.00 u
60%LIMITS.__ 22,140.00; 25.16000 26440.00 31,551100 3401140{)0 36,660,00 39.180,00 X4110700.00
8096 USW INCOME __ __ _2950000 , _ _73,710.00 37,903.00 _ 42,100,00 45,5183.00_ .._. 48,850.00 52,250,00 55,60 810 3
0
z
Section 121(D)(3)of tip National Haui1ng Act F
0 B 1 O 28R 3 B 48R
-0
Novas County 187% 103,484,00 118,62900 144,252.00 186 61500 2{34,845 00 0
US DEPT OF HUD 2014 SECTION 8 INCOME LIMITS v
MEDIAN INCOME 52,600.1]43 -_- v
3
1 PR 2 PR 3 PR 4 PR SPR 6 PR 7 PR I 8 PR a
30%EXT.LOW 11670.Oo 15730.00 19,790.00 23,850.00 E 27,910.00 30,550,00 32650.00 34,750.00
3096 VERY LOW 19 450.00 21,050.00 23 70000 26 300.00 25,45000 30;550,-03- 32,65000 34,750.00 aci
80%WW 229,500.00 33,700.00 -37,90040 42,100.00` 45,50000 - 48 850 00 - 52,25000 55,600.00 E
no
Q
c
m
0
J
We
0
2
INTERCREDITOR AND SUBORDINATION AGREEMENT
This Intercreditor and Subordination Agreement (the "Agreement") is entered
into as of April 6, 2015, by and among COMMUNITY BANK OF TEXAS, N.A., a
national banking association (the "Bank"), CORPUS CHRISTI COMMUNITY
IMPROVEMENT CORPORATION ("CCCIC"), and GCM HOUSING CC, LTD., a
Texas limited partnership ("Borrower").
RECITALS:
A. Borrower is the owner of a 60-unit affordable housing apartment
project (the "Project") to be constructed in Corpus Christi, Nueces County, Texas
on the property (the "Land") which is more described on Exhibit "A" attached
hereto and incorporated herein by reference.
B. As provided for in a HOME Loan Agreement CCCIC has made a loan of
HOME funds ("CCCIC HOME Loan") to Borrower for the Project in the aggregate
amount of $900,000.00 (such funding is referred to herein as the "CCCIC HOME
Funds").
C. Pursuant to a Credit Support and Funding Agreement (the "Bank Loan
Agreement") of even date herewith, the Bank has agreed to make a loan in an
amount not to exceed $7,250,000.00 (the "Bank Loan") to provide financing for
the Project. The Loan is evidenced by a promissory note in the amount of
$7,250,000.00, and is more fully described in and secured by a Multifamily
Construction and Permanent Amended and Restated Deed of Trust, Assignment of
Rents and Security Agreement and Fixture Filing, of even date with such note, and
covering the Project and to be recorded in the Official Public Records of Real
Property of Nueces County, Texas.
D. CCCIC and the Bank wish to enter into this Agreement to fully set
forth their agreement regarding the relationship of the CCCIC HOME Loan to the
Bank Loan and other matters of mutual interest to the County and the Bank with
respect to the construction of the Project.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, CCCIC and the Bank hereby agree as follows:
1 . Definitions. In addition to the defined terms set forth elsewhere
herein, the following terms shall have the meanings set forth below:
(a) "CCCIC HOME Loan Documents" means all notes, mortgages,
agreements, instruments, and documents, governing, evidencing, or securing the
CCCIC HOME Loan.
HOU 408271235v4
(b) "HOME" means the HOME Investment Partnerships Program,
enacted under Title II of the National Affordable Housing Act, approved November
28, 1990.
(c) "HUD" means the United States Department of Housing and
Urban Development.
2. Acknowledgments, Representations, and Consents. CCCIC
represents to the Bank that (i) once issued, the CCCIC HOME Loan Documents will
be in full force and effect (and will remain in full force and effect throughout the
term of this Agreement), (ii) all conditions to CCCIC 's obligations to enter into the
CCCIC HOME Loan Documents as set forth in the CCCIC HOME Loan Documents
have been satisfied or waived by CCCIC, and (iii) the CCCIC HOME Loan
Documents will constitute a commitment by CCCIC to make the CCCIC HOME
Funds available to the Borrower for the Project as hereafter provided subject to the
terms and conditions of the CCCIC HOME Loan Documents. CCCIC acknowledges
and agrees that the CCCIC HOME Loan shall be used to reimburse Borrower for
budgeted hard costs, and unless Bank and CCCIC shall agree otherwise, a request
for disbursement made by Borrower for reimbursement for budgeted hard costs
which Bank's construction consultant has determined may be paid as provided in
the Bank Loan Agreement (unless to be funded from another source under the Bank
Loan Agreement) shall be funded first from the CCCIC HOME Loan (to the extent
proceeds thereof are then available) and then from the Bank Loan. Bank shall have
no obligation to fund its portion of a requested disbursement for hoard costs unless
and until CCCIC has first funded its portion of that requested disbursement.
3. Subordination by CCCIC. CCCIC agrees that to the extent any
voluntary or involuntary liens, claims, and security interests, whether by
agreement, at law, or in equity, of CCCIC (or any other entity claiming by,
through, or under CCCIC) now or hereafter secure the payment and/or performance
of the Borrower's obligations under and with respect to the CCCIC HOME Loan and
the CCCIC HOME Loan Documents or otherwise with respect to the CCCIC HOME
Loan (including, without limitation, the liens granted in any mortgage executed by
Borrower to CCCIC pursuant to the CCCIC HOME Loan), said liens, claims, and
security interests are and shall forever remain junior, subordinate, and inferior, to
the liens and security interests of the Bank securing payment of the Bank Loan and,
by its execution hereof, CCCIC hereby evidences said subordination.
4. Notice of Defaults. (a) If a default or an event of default (or an event
which with the passage of time or the giving of notice or both would be an event
of default) occurs under the CCCIC HOME Loan Documents, then CCCIC (or any
subsequent assignee of the CCCIC HOME Loan) will provide Bank with a copy of
any written notice thereof contemporaneously with the delivery of such notice to
CCCIC and shall permit the Bank the right, but not the obligation, to cure the
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HOU 408271235v4
default within any applicable grace or cure period provided for in the CCCIC HOME
Loan Documents.
(b) Bank shall provide CCCIC with a copy of each notice of any
default or event of default under and with respect to the Bank Loan provided to
Borrower simultaneously with the giving of that notice to Borrower and shall permit
CCCIC the right, but not the obligation, to cure the default within any applicable
grace or cure period provided for in the Bank Loan Agreement.
(c) Notwithstanding anything in this Agreement to the contrary,
CCCIC (or any subsequent assignee of the CCCIC HOME Loan) shall not exercise
any right or remedy under the CCCIC HOME Loan Documents for an event of
default thereunder by Borrower unless and until the Bank Loan has been repaid in
full and the Bank has no further funding obligations thereunder.
(d) Notwithstanding anything to the contrary herein, and so long as
there is no Event of Default under and as defined in the Bank Loan Agreement then
continuing, or would result therefrom, Borrower may make the scheduled payments
(as set forth in the CCCIC HOME Loan Documents) on the CCCIC HOME Loan to
Borrower (but not prepayments).
(e) In the event of any receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization or arrangement with
creditors, whether or not pursuant to bankruptcy laws, sale of all or substantially all
of the assets, dissolutions, liquidations or any other marshaling of the assets and
liabilities of Borrower, CCCIC, and the Bank agree that the Bank Loan will be paid
prior to the CCCIC HOME Loan. CCCIC agrees to file any claim, or other
instrument of similar character necessary to enforce the obligations of the Borrower
under the CCCIC HOME Loan Documents, and will hold in trust for Bank and
immediately pay over to Bank, in the form received (except for CCCIC's
endorsement or assignment which CCCIC agrees to provide upon Bank's request)
to be applied on the Bank Loan, any and all moneys, dividends, or other assets
received in any such proceeding on account of the CCCIC HOME Loan, unless and
until the Bank Loan shall be paid in full.
5. Notices. Any notice by one party to the other hereunder shall be in
writing and shall be delivered in person, via overnight courier or by United States
Mail, postage prepaid, certified, return receipt requested. Notice shall be deemed
delivered on the date delivered, or if mailed, three business days after deposit in
the U.S. Mail.
All notices shall be delivered to the following addresses:
To the Bank: Community Bank of Texas, N.A.
5999 Delaware
3
HOU 408271235v4
Beaumont, Texas 77706-7607
To the Borrower: GCM Housing CC, Ltd.
211 East 7th Street, Suite 620
Austin, Texas 78701
With a copy to: Hudson SLP, LLC
630 Fifth Avenue
New York, New York 10111
To CCCIC: Corpus Christi Community Improvement Corporation
c/o City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
The parties may change their addresses for purposes of notice by giving the
other party ten (10) days' written notice of the address change in the manner
hereinabove stated.
6. Miscellaneous.
(a) This Agreement constitutes the entire agreement of the three
parties hereto with respect to the subject matter hereof, and all other prior and
contemporaneous written or oral agreements. Any amendment hereto must be in
writing executed by the Borrower, CCCIC, and the Bank.
(b) Time is of the essence in the performance of the parties'
obligations hereunder.
(c) THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND
APPLICABLE UNITED STATES FEDERAL LAW. THE EXCLUSIVE VENUE FOR THIS
AGREEMENT SHALL BE JEFFERSON COUNTY, TEXAS. NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE
UNDERSIGNED HEREBY AGREE THAT THE STATE AND FEDERAL COURTS
LOCATED IN CORPUS CHRISTI, TEXAS SHALL HAVE EXCLUSIVE JURISDICTION
AND VENUE WITH RESPECT TO ALL ACTIONS BROUGHT BY OR AGAINST ANY
PARTY UNDER OR PURSUANT TO THIS AGREEMENT AND/OR ANY OF THE
OTHER LOAN DOCUMENTS, AND THE UNDERSIGNED HEREBY CONSENT TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS AND TO SERVICE OF PROCESS,
EFFECTIVE UPON RECEIPT BY PERSONAL SERVICE.
4
HOU 408271235v4
(d) This Agreement shall be enforceable by and binding upon all
successors and assigns of Bank.
(e) This Agreement shall remain in full force and effect until the
Bank Loan has been fully and finally paid and Borrower has no further obligations
under the Bank Loan Agreement.
(f) This Agreement may be executed in two or more counterparts,
and it shall not be necessary that any one counterpart be executed by all of the
parties hereto. Each fully or partially executed counterpart shall be deemed an
original, but all such counterparts taken together shall constitute but one and the
same instrument.
(g) CCCIC and Borrower agree that notwithstanding anything in the
CCCIC HOME Loan Documents to the contrary, at least 90% of the CCCIC HOME
Loan shall be funded within six (6) calendar months after the date of this
Agreement to pay budgeted hard cost items as contemplated by the Bank Loan
Agreement (the remaining 10% of the CCCIC HOME Loan may be retained but
must be funded within six calendar months after substantial completion of the
Project and occupancy of each of the eight (8) HOME designated units).
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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HOU 408271235v4
IN WITNESS WHEREOF, the undersigned have affixed their signatures hereto
on the respective dates set forth in the acknowledgment below to be effective as of the
date first above written.
"BORROWER"
GCM HOUSING CC, LTD., a Texas limited
partnership
By: GCM Housing CC GP, LLC, a Texas
limited liability company, its General
Partner
By: Riverstone Apartments GCI GP,
LLC, a Texas limited liability
compa , na r
By:
/ ich ner, Manager
Ma
STATE OF TEXAS §
COUNTY OF •L-aas §
This instrument was acknowledged before me on the 27 day of atUA , 2015,
by Michael Gardner, Manager of Riverstone Apartments GCI GP, LLC, a Texas limited
liability company, on behalf of said company, Manager of GCM Housing CC GP, LLC, a
Texas limited liability company, on behalf of said limited liability company, as the general
partner of GCM HOUSING CC, LTD., a Texas limited partnership.
(5 ch-rvz
GRETCHEN R, SCHMIDT
N Li ?
o a y Public, Notary Seal
State of Missouri
St. Louis County
Commission # 13553253
My Commission Expires December 02, 20171.
SIGNATURE PAGE TO INTERCREDITOR AGREEMENT
HOU 408271235
"CCCIC"
ATTEST: CORPUS CHRISTI COMMUNITY
IMPROVEMENT CORPORATION ("CCCIC")
1--2— /4.-1,,e4)‘.
By: /' a /
Rebecca Huerta .6, Ronald L. Olson
Secretary General Manager
APPROVED AS TO FORM:
THIS el DAY OF Pr." , 2015
Miles Risley, CITY ATTORNEY C.ke':(.1 MIC
By: (! ik IV/��1 ' 1
14p Cit n1 ✓lncl\ 6x:(47)
f,r M;it, R.r,{C y .,.,�,.
Weeny -
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instrument was acknowledged before me on this I t) day of
itkpr, \ , 2015, by Ronald L. Olson, General Manager of the Corpus Christi
Community Improvement Corporation, a Teas non-prof corporation, on behalf of
the corporation.
wr.. Notary Public "'tat- •
h; °;. OLIVER KENT MEEK
3, ti Notary Public.State of Texas
i L =�
�,; My Commission Expires
L „;,v, Match 09.2019 I
7
HOU 408271235v4
"BANK"
COMMUNITY BANK, OF TEXAS, N.A., a
national banking association
By:
Stephen W. Rose,
Vice President
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF §
This instrument was acknowledged before me on this day of
, 2015, by Stephen W. Rose, Vice President of COMMUNITY BANK
OF TEXAS, N.A., a national banking association, on behalf of said banking
association.
NOTARY PUBLIC, State of Texas
My Commission Expires:
8
HOU 408271235v4
EXHIBIT "A"
LEGAL DESCRIPTION
Lot Ten(10),Block One(1), MANHATTAN ESTATES UNIT 2,a Subdivision of the City of Corpus
Christi,Nueces County,Texas,as shown by the map or plat thereof recorded in Volume 65, Page 139,
Map Records of Nueces County,Texas.
Exhibit A — Page 1
HOU 408271235v4