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Home My WebLink AboutC2019-703 - 7/23/2019 - Approved SECOND AMENDMENT TO THE HOME GRANT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND WAYFORWARD, a TEXAS NON-PROFIT CORPORATION AND FISHPOND LIVING AT CORPUS CHRISTI, LP This is the Second Amendment to the Home Grant Agreement dated October 30, 2020, as amended by First Amendment dated December 9, 2020, for the Fishpond Living Project made by and between the City of Corpus Christi, Texas ("CITY") and WAYFORWARD, a Texas nonprofit corporation (hereinafter "BORROWER" and "SUBRECIPIENT") and FISHPOND LIVING AT CORPUS CHRISTI. LP a Texas Limited Partnership ("OWNER") WHEREAS, the CITY, BORROWER, SUBRECIPIENT, and OWNER entered into a Home Grant Agreement dated October 30,2020, as amended, for the purpose of utilizing some of the City's FY2019-20 Home Investment Partnership Program ("HOME") funds to support an affordable housing project in Corpus Christi, Texas (the "Agreement"); WHEREAS, the Parties desire to execute this Second Amendment to express their mutual desire to reaffirm all terms, conditions, and covenants stated in the original Agreement, as amended, to correct certain language in the Agreement for the Fishpond Living Project a Corpus Christi Affordable Housing Project (the "Project")as further set out in the Agreement. Section 1. By execution of this instrument, the parties agree to reaffirm and continue in force all terms, conditions, and covenants stated in the original Agreement as may be amended by the First Amendment and this Second Amendment. Section 2. Delete Section 6.6 in its entirety and replace with the following: 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 the BORROWER, and same is not dismissed within ninety (90) dyas, the CITY shall have the right,at its option, to either temporarily suspend orpermamnently terminate this Agreement. Should the CITY suspend or permanenty terminatethis Agreement pursuant to this paragraph, however, OWNER shall, pursuant to the Collateral Assignment, be liable to the CITY for all of its obligations under the Subordinate Loan. WayForward HOME Amendment Two SCANNED 1 Section 3. Delete Section 18.1(C) in its entirety and replace with the following: Section 18.1(C) C) OWNER understands and agrees that, pursuant to the Collateral Assignment, it shall be liable to the CITY for the repayment any portion of the Subordinate Loan attributable to any costs disallowed pursuant to financial and compliance audit(s) of funds received under this AGREEMENT. OWNER further understands and agrees that reimbursement to the CITY of such disallowed costs shall be paid by OWNER from funds which were not provided or otherwise made available to the BORROWER under this AGREEMENT. Section 3. Section 19.1 is hereby amended to read as follows 19.1 OWNER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the CITY and the elected officials, employees, officers, directors, volunteers, agents and representatives of the CITY, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the CITY, directly or indirectly arising out of, resulting from or related to the OWNER activities under this AGREEMENT, including any acts or omissions of the OWNER, any agent, officer, director, representative, employee, consultant, contractor or subcontractor of the OWNER, and its officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this AGREEMENT, all without, however, waiving any governmental immunity available to the CITY 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 THE CITY, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, AGENTS, AND REPRESENTATIVES OF THE CITY, 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 not mentioned herein. OWNER shall promptly advise the CITY in writing of any claim or demand against the CITY or the OWNER known to OWNER related to or arising out of the OWNER activities under this AGREEMENT and shall see to the investigation and defense of such claim or demand at OWNER's cost. The CITY shall have the right, at its option and at its own expense, to participate in such defense without relieving the OWNER of any of their obligations under this paragraph. BORROWER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the CITY and the elected officials, employees, officers, directors, volunteers, agents and representatives of the CITY, individually or collectively, from and against any and all costs, claims, WayForward HOME Amendment Two 2 liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the CITY, directly or indirectly arising out of, resulting from or related to the BORROWER activities under this AGREEMENT, including any acts or omissions of the BORROWER, any agent, officer, director, representative, employee, consultant, contractor or subcontractor of the BORROWER, and its officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this AGREEMENT, all without, however, waiving any governmental immunity available to the CITY 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 THE CITY, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, AGENTS, AND REPRESENTATIVES OF THE CITY, 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 not mentioned herein. BORROWER shall promptly advise the CITY in writing of any claim or demand against the CITY or the BORROWER known to BORROWER related to or arising out of the BORROWER activities under this AGREEMENT and shall see to the investigation and defense of such claim or demand at BORROWER's cost. The CITY shall have the right, at its option and at its own expense, to participate in such defense without relieving the BORROWER of any of their obligations under this paragraph. Section 4. Add the following sentence to the end of Paragraph 2 of Section 19.2: For the avoidance of doubt, in no event shall OWNER be required to indemnify the City for the acts and/or omissions of Borrower or any other Borrower Party. Section 4. By execution of this Second Amendment, the Parties to the Agreement hereby agree that all other terms, conditions, and covenants of the Agreement not changed by this First Amendment remain the same and in full force and effect. (EXECUTION PAGE FOLLOWS) WayForward HOME Amendment Two 3 EXECUTED IN DUPLICATE, the ' day of , 2021. ATTEST: CITY OF CORPUS CHRISTI, TEXAS Rebecca HuertaMichael Rodriquez ay $ dre ary.•.AtlttfUrtIL ..-. Chief of Staff 0 MUNCH. ACKNOWLEDGMENT SECRETAPV STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF1100.4Y) § 411 Tisjyrn .m•nt as acknowled before m on this OA• day of 'I ,.� , 2021 by 1 t/ ! co(/ 1 of the CI I•F CORPUS ' CHRISTI, TEXAS, a Texas H. - le Municipal Cspor ion, onr -half of said corporation ,s #,Li PILAR GONZALES nn �1fin otary Public, State o'Texas �y/J f1(� C� / nX/ *•'Q; Comm. Expires 08-17-2022 1 , '9r''••''+� Notary Publi ate of Texas %;�i„o` Notary ID 131687307 APPROVED AS TO FORM: THIS /D DAY OF >4-- 2021 By: ��%t/ I '�► j - Name: W. Kent Mcllyar Assistant City Attorney OWNER: BORROWER: FISH POND LIVING AT CORPUS CHRISTI,LP WAYFORWARD a Texas limited partnership a Texas ►. ••-.fit cor►: . ton By: Fish Pond Corpus Christi Manager,LLC a Texas limited liability company, By: its general part ott F . ier, • •sident / t By: _ s. David Fournier,Managing Member ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF (ra.4/i5 § ' ,,,c This instrument was acknowledged before me on this 1 jt day of /141'•1,G4- ,2021,by David Fournier,Managing member of FISH POND CORPUS CHRISTI MANAGER,LLC.,a Texas limited liability company,general partner of FISH POND LIVING AT CORPUS CHRISTI,LP.,a Texas limited partnership, { on behalf of said limited partnership. { } [SEAL] Notary Public,State of Texas _ st:L fe44 MICHAEL WAYNE OBERRENDER B Notary Public,State of Texas q •• v Comm.Expires 10.01-2022 Notary ID 131744022 { WayForward Amend 2 Signature Page 5 { tt } pi I {