HomeMy WebLinkAboutC2021-360 - 7/27/2021 - Approved HOME LOAN AGREEMENT
between the
CITY OF CORPUS CHRISTI,TEXAS, a home rule municipal corporation
and
TG 110 PALMS AT BLUCHER PARK, LP
(Whose general partner is TG 110 Palms at Blucher Park GP, LLC, and the sole memberof
the general partner is TG 110, Inc., a Community Housing Development Organization (CHDO)
acting in the capacity of a Sponsor)
STATE OF TEXAS §
§
COUNTY OF NUECES §
This HOME LOAN GREEMEN (hereinafter"AGREEMENT") is hereby made and entered
into to be effective as of / f ,2022, by and between the CITY OF CORPUS CHRISTI,
TEXAS, a home-rule munici al corporation (hereinafter"CITY"),and TG 110 PALMS AT BLUCHER
PARK, LP, a Texas limited partnership organized underthe laws of the State of Texas(hereinafter
"BORROWER").
The general partner of the BORROWER is TG 110 Palms at Blucher Park GP, LLC, a Texas
limited liability company, for which the sole member is TG 110, Inc., a Texas nonprofit
corporation and a CHDO acting in the capacity of a Sponsor.
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, the general partner of the BORROWER is TG 110 Palms at Blucher Park GP,
LLC, a Texas limited liability company, forwhich the sole member isTG 110, Inc., a Texas nonprofit
corporation and a CHDO acting in the capacity of a Sponsor, any partnership agreement between
said entities must provide that it does not permit the CHDO or its subsidiary to be removed as
sole general partner or sole managing member,whichever is applicable, except for cause. If the
partnership agreement permits removal of the CHDO or its subsidiary for cause, it must also
stipulate that the new sole general partner or managing member,whichever applicable,can only
be another CHDO.
WHEREAS, 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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 1
SCANNED
WHEREAS, CITY has adopted a budget for such funds and has included therein the
expenditure of$1,000,000 of FY 2021 HOME funds in the form of a subsidy loan with 3% simple
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, "Palms at Blucher Park" (hereinafter"Project");
and
WHEREAS, CITY 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 on Exhibit 1, attached hereto and made a part hereof,
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 that 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 CITY and terminates on the on
the Maturity Date (as defined in the Note), unless otherwise specifically provided by the terms
of this Agreement, 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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 2
occupancy (or the jurisdictional equivalent)for the buildings located on the Property, shall be no
later than December 31, 2023.
1.3 The recital paragraphs and statements above preceding this Term section are hereby
incorporated into and made a part of this Agreement and the parties acknowledge that all such
paragraphs and statements are true.
II.SCOPE OF WORK
2.1 The Project will consist of the construction of 72 affordable multi-family housing units
which will be leased exclusively to persons at or below 60% of the average median income for
Nueces County,Texas as those figures are updated by HUD and adjusted for family size. HOME
funds provided under this Agreement will be utilized for the construction of eight (8) HOME
assisted floating units. Designation of the HOME assisted units shall be as follows:three(3) one-
bedroom units, three (3) two-bedroom units, and two (2) three-bedroom units. HOME subsidy
does not exceed the limits provided at §234 of the National Affordable Housing Act.
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.
Construction Loan — The loan from the Senior Lender to BORROWER in the amount of
$13,200,000.00, and which will be governed and secured by the Construction Loan
Docu me nts.
Construction Loan Documents: The documents governing, securing and/or evidencing
the Construction Loan, including the Promissory Note dated on or about even date
herewith in the original principal sum of$13,200,000.00 executed by BORROWER for the
benefit of Senior Lender. BORROWER agrees to provide a copy of the Construction Loan
Documents upon request from CITY.
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 3
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: Phase I Environmental Site Assessment (ESA) Report dated
February 18, 2022, prepared by this Astex Environmental Services and bearing Astex
Report No. AE-21-16587.
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 the construction of an 72-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,
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 4
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 etseq.);Sections 103 and 107 of the Work
Hours and Safety Standards Act. (40 U.S.C. § 327 et seq.); the Uniform Relocation
Assistance and Real Property Acquisition Policies Act (42 U.S.C. § 4201 et seq.); the
Housing and Community Development Act of 1974; the National Environmental Policy Act
(42 U.S.C. § 4321 et seq.); ("NEPA");the Lead-Based Paint Poisoning Prevention Act (42
U.S.C. §4321 et seq.);the State of Texas Senate Bill 1356; Title 8, and Chapter 92 of the
Texas Property Code;Solid Waste Disposal Act TEX. HEALTH &SAFETY CODE Ann.Ch.361;
Comprehensive Municipal Solid Waste Management, Resource Recovery, and
Conservation Act;TEX. HEALTH & SAFETY CODE Ann.Ch. 363; County Solid Waste Control
Act; TEX. HEALTH & SAFETY CODE Ann. Ch. 364; Texas Clean Air Act, TEX. HEALTH AND
SAFETY CODE Ann. Ch.; and Hazardous Communication Act, TEXAS HEALTH AND SAFETY
CODE Ann.Ch. 502; and such Governmental Requirements as may be amended from time
to time or superseded and all of their implementing regulations, as may be amended.
Loan Documents:(i)this AGREEMENT, (ii) the "HOME Promissory Note"(the"Note"), (iii)
the "HOME Deed of Trust" (the "Deed of Trust"), (iv) the "Assignment of Leases and
Rentals" (the "Assignment"), (v) the Restrictive Covenant of Affordability, (vi) the
Certification Regarding Lobbying for Agreements, Grants, Loans and Cooperative
Agreements of even date herewith executed by Borrower(the "Certification"), and (vii)
any and all other documents now or hereafter executed by BORROWER to evidence or
secure the payment of the Indebtedness orthe 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 CITY as set forth in any of the Loan Documents.
Permanent Loan: The loan from the Senior Lender (in its capacity as lender under the
Permanent Loan Documents)in the amount of$3,320,000.00, and which will be governed
and secured by the Permanent Loan Documents.
Permanent Loan Documents: The documents governing,securing and/or evidencing the
Permanent Loan, including the Note dated on or about even date herewith in the original
principal sum of$3,320,000.00 executed by BORROWER for the benefit of Senior Lender
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 5
(in its capacity as lender under the Permanent Loan Documents). BORROWER agrees to
provide a copy of the Permanent Loan Documents upon request from CITY.
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 hereinabove.
Senior Lender: Wells Fargo Bank, National Association, a national banking association,
together with its successors and assigns.
Senior Loan Documents: Collectively, the Construction Loan Documents and the
Permanent Loan Documents.
TDHCA: Texas Department of Housing and Community Affairs, together with its
successors and assigns.
Wells Subordination Agreement: That Subordination and Standstill Agreement dated of
even date herewith executed by CITY, BORROWER and Senior Lender.
IV. REPRESENTATIVES
4.1 Unless written notification by BORROWER to the contrary is received and approved by
CITY, the Executive Director of TG 110, Inc., shall be BORROWER's designated representative
responsible for the management of all contractual matters pertaining to this AGREEMENT.
4.2 The Director of Neighborhood Services for the CITY, or her designee, shall be CITY'S
designated representative responsible for the management of all contractual matters pertaining
to this AGREEMENT.
4.3 Communications between CITY 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
5.1 BORROWER understands that funds provided to it pursuant to this AGREEMENT are
funds, which have been made available to 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 CITY. BORROWER,
therefore,assures and certifies that it will comply, in all material respects,with the requirements
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 6
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 CITY pursuant to the provisions of this
AG REEM ENT.
5.2 BORROWER understands that summaries of certain compliance requirements mandated
by applicable laws or regulations are available from CITY, 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.
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(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 CITY, in its reasonable determination and/or
discretion, of all services and activities set forth in this AGREEMENT.
6.3 Legal Authority. All action on BORROWER's part requisite for the due authorization,
creation, issuance, execution and delivery of this AGREEMENT 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 Executive Director of TG 110, Inc., executing this AGREEMENT has
full legal authority to execute this AGREEMENT on behalf of BORROWER , as applicable, and to
bind BORROWER, as applicable, to all terms, performances and provisions herein contained.
6.5 Documentation of Authority. BORROWER has delivered to CITY 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, CITY shall have the right, at its
option, to either temporarily suspend or permanently terminate this AGREEMENT. Should CITY
suspend or permanently terminate this AGREEMENT pursuant to this paragraph, however,
BORROWER shall be liable to CITY for any money it has received from CITY 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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 8
I
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 CITY within five (5)
business days after itself being notified. BORROWER's notice to CITY 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.
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 construction 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.
6.10 Notice to Proceed. Within sixty(60) days following the date of the closing of the purchase
of the Property, BORROWER must receive a "Notice to Proceed"from Senior Lender and CITY
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 9
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.
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 CITY's satisfaction, in its reasonable
determination and/or discretion. The funds available for utilization hereundershall be expended
only in accordance with the terms of this AGREEMENT for construction of nine(9) 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, CITY will deliver funding reimbursement to BORROWER, to be used by BORROWER to
construct the Project,up to One Million and 00/100 Dollars ($1,000,000.00), upon request of the
BORROWER as work in place is completed and construction work has been verified by CITY. City
shall retain 10% of the funds,or$100,000.00, until construction of the Project is complete,which
estimated to be at the same time as Draw 5 below. Upon completion of Project construction,
the City will deliver $100,000.00 to BORROWER, together with the remaining undisbursed
proceeds of the Loan.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 10
10.2 BORROWER estimates the following draw schedule, which CITY hereby approves;
provided, however,BORROWER shall not be bound by the following draw schedule:
Draw 1 - $ 200,000.00 estimated September 15, 2022
Draw 2 - $ 200,000.00 estimated December 15, 2022
Draw 3 - $ 200,000.00 estimated February 15,2023
Draw 4 - $ 200,000.00 estimated May 15, 2023
Draw 5 -$ 200,000.00 estimated July 15, 2023
Total $1,000,000.00
Upon completion of Project construction funding in the amount of$100,000.00 will be delivered
to BORROWER, together with the remaining undisbursed proceeds of the Loan, which is
estimated to occur at the same time as Draw 5.
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 hereunderand so long
as any payments remain unliquidated, BORROWER covenants that it shall not,without the prior
written consent of CITY's Manager, or his authorized designee, 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 Senior Loan Documents, the Loan Documents, and any refinancing thereof, and
CITY expressly permits such refinancings provided the completion of the construction of
the Project is not materially delayed;
(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 CITY 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 Senior
Lender and CITY, 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.
(D) Sell, convey, or lease all or any substantial part of BORROWER's assets other than
for residential use;or
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 11
(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 memberof 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 memberof 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 CITY'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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 12
(B) Have any direct or indirect interest in this AGREEMENT or the proceeds thereof.
XV. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS
15.1 BORROWER shall comply with non-procurement, debarment and suspension standards
set forth in 2 CFR Part 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 CITY 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 CITY, 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 CITY has relied
in entering into this AGREEMENT. Should CITY 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, CITY 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 CITY. 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 CITY, 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, CITY acknowledges that BORROWER will enter into (a) a
construction contract with a general contractor, which will in turn enter into a subcontract with
a subcontractor, (b) a development agreement with a developer, (c) a supportive services
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 13
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agreement with a supportive services provider, (d) a property management agreement with a
property manager, and (e) a compliance management agreement with a compliance agent,for
each such party to provide services with respect to the construction and operation of the Project.
Such sub-contractors are expressly permitted,and it is acknowledged that the general contractor,
the developer, the supportive services provider, the property manager, and the compliance
agent will be permitted to sub-contract certain services undertheir 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 CITY approval of a sub-contract, CITY shall in no event be obligated to any third
party, including any sub-contractor of BORROWER, for performance of work or services, nor shall
CITY 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
CITY 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 the 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 underthe conditions specified in
writing by CITY, 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 CITY may deem necessary in its reasonable
determination, BORROWER shall make all of its records available to CITY, HUD, or any of
their agents or authorized representatives, and shall permit CITY, HUD, or any of their
agents or authorized representatives to audit, examine,and make excerpts and/or copies
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 14
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 CITY with convenient facilities for the
foregoing purpose.
(D) At a minimum, quarterly performance records and reports shall be submitted to
CITY by BORROWER on or before the fifteenth(15th) 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 CITY, and BORROWER agrees
to make any and all changes to such form as may be recommended by CITY, as well as
provide additional information in connection with such reports as may be requested by
CITY, both in CITY's reasonable determination. CITY agrees to accept copies of any
monthly reports that may be submitted to Senior Lender, TDHCA or BORROWER's
investor limited partner in satisfaction of this requirement.
17.2 Monitoring and Inspection.
(A) CITY,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 CITY and HUD may, at CITY'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 CITY in the development, implementation
and maintenance of record-keeping systems and to provide CITY with any data
determined by CITY 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 CITY and HUD in such a way so as
not to obstruct or delay CITY 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 CITY and/or HUD staff.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 15
(E) After each official monitoring visit, CITY 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 CITY's Director of Neighborhood Services or
designate within five (5) business days of receipt thereof by BORROWER.
17.4 It is expressly understood and agreed that CITY 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 CITY's rights hereunder. If CITY or its agent acting on its
behalf inspects the construction activities or any books and records,CITY shall have no liability or
obligation to BORROWER or any third party arising out of such inspection. CITY's failure to inspect
the construction activities or any part thereof or any books and records shall not constitute a
waiver of any of CITY's rights hereunder. Neither BORROWER nor any third party shall be entitled
to rely upon any such inspection or review.
XVIII. AUDITS, BONDING AND INSURANCE
18.1 Audits.
(A) Unless otherwise directed by CITY, 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 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 CITY under this
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 16
AGREEMENT; provided, however,that CITY shall not make payment for the cost of
such audit services until CITY has received such audit report from BORROWER.
(iv) Unless otherwise specifically authorized by CITY in writing, BORROWER shall
submit the report of such audit to CITY 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 CITY 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, CITY reserves the right to conduct
an annual financial and compliance audit of funds received and performances rendered
under this AGREEMENT. BORROWER agrees to permit CITY 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 18.1, BORROWER shall provide an annual audit
to CITY of funds received in performance of this AGREEMENT.
(C) BORROWER understands and agrees that it shall be liable to CITY 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 CITY
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 CITY 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 17
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(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 CITY as a loss payee using a
standard loss payee clause. A certificate to that effect must be provided to CITY prior
to the commencement of construction of the Project.
(iii) Notice to CITY. BORROWER shall require its insurance policies to provide that the
Director of Neighborhood Services for the CITY 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 CITY. Failure to maintain such insurance will be cause for CITY
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. CITY,through its Director of Neighborhood
Services, or her designee,retains the right to, in the Director'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 CITY: (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 CITY,
and such insurance shall be kept in force during and throughout the term of this
AG REEM ENT.
(D) BORROWER must provide to CITY 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 CITY 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 18
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IXX. INDEMNIFICATION
19.1 BORROWER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, CITY and
its elected officials, employees, officers, directors, volunteers, agents and representatives
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 CITY, 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 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 CITY, AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS,
VOLUNTEERS, AGENTS, AND REPRESENTATIVES, 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 CITY in writing of any claim or demand
against CITY 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. CITY shall have the right,at its option and at its own expense,
to participate in such defense without relieving BORROWER of any of its obligations under this
paragraph.
19.2 It is the EXPRESS INTENT of the parties to this AGREEMENT that the INDEMNITY
provided for in this Article is an INDEMNITY extended by BORROWER to INDEMNIFY, PROTECT,
and HOLD HARMLESS CITY from the consequences of the CITY's OWN NEGLIGENCE, provided
however, that the INDEMNITY provided for in this Article SHALL APPLY only when the
NEGLIGENT ACT of CITY is a CONTRIBUTORY OR CONCURRENT CAUSE of the resultant injury,
death, or damage, and shall have no application when the negligent act of CITY (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 CITY'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 CITY AND IN THE NAME OF CITY, any claim or litigation brought
against CITY OR THE CITY'S 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 19
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 CITY shall in no way be responsible therefor.
XX. PUBLICITY
20.1 In any news release,sign, (otherthan 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 CITY 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.
XXI. PUBLICATIONS
21.1 All published materials and written reports submitted to CITY 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 CITY 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 CITY by BORROWER, shall, upon receipt, become the property of
CITY, unless otherwise specified.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 20
XXIII. FUNDING APPLICATIONS
23.1 BORROWER agrees to notify CITY 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
CITY;
(B) Upon award or notice of award, whichever is sooner, BORROWER shall notify CITY 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 CITY, 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 CITY, BORROWER shall not use,either
directly or indirectly, resources provided hereunder to prepare applications for other
federal, other public or private funds, nor shall said resources be used, directly or
indirectly, as contributions.
XXIV. NOTICE AND CURE
24.1 Notwithstanding anything to the contrary set forth herein or in any of the other Loan
Documents, if CITY has 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, CITY shall deliver notice thereof to BORROWER and BORROWER's limited partner
(per Section 17.1 of the Deed of Trust) of such determination, and BORROWER and BORROWER's
limited partner shall have (a)a minimum of ten (10) days to cure monetary violations or defaults,
and (b)a minimum of thirty (30) days to cure non-monetary violations or defaults(or such longer
period as may be set forth herein or in any of the other Loan Documents) prior to enforcing any
of it remedies set forth herein or in any of the other Loan Documents. CITY 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 21
XXV. SUSPENSION OF FUNDING
25.1 Upon reasonable determination by CITY 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,
CITY,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 CITY 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 CITY determine that the default or deficiency has been cured, BORROWER
may, at CITY's option, be restored to full compliance status and paid all eligible funds
withheld during the suspension period;or
(B) Should CITY 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 CITY 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 CITY and
BORROWER with respect to the Property, beyond all applicable notice and cure periods
(which shall be deemed to include the notice and cure periods set forth in Section 24.1,
which is applicable to all of the Loan Documents);
(B) Reserved;
(C) Reserved;
(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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 22
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, within thirty (30) after receipt of notice from CITY of BORROWER's failure to
conform; 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 cure 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 CITY, 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;
(B) Upon the dissolution of the BORROWER organization, provided such dissolution
was not occasioned by a breach of this AGREEMENT; or
(C) CITY fails to fund the Loan in accordance with the terms of the Loan Documents,
and such failure is not cured within thirty (30) days after BORROWER's delivery of notice
thereof to CITY.
26.4 Upon a decision to terminate by CITY 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,CITY 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 23
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 CITY, and in accordance with Article XXVII hereof, be delivered by BORROWER to
CITY in a timely and expeditious manner.
26.7 Within thirty (30) calendar days after receipt of notice to terminate in accordance with
the terms of this Agreement, BORROWER shall submit a statement to CITY, indicating in detail
the services performed underthis 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
CITY 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 CITY from enforcing the payment of any such sum(s) or claim for
damages from BORROWER. Instead, all rights, options, and remedies of CITY contained in this
AGREEMENT shall be construed and held to be cumulative and no one of them shall be exclusive
of the other, and CITY 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
AG REEM ENT.
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 CITY in accordance with the terms of this
AGREEMENT, BORROWER shall refund any and all sums of money paid by CITY to BORROWER
within ten (10) business days of CITY's written request therefor.
26.10 Upon termination of this AGREEMENT by CITY under paragraph number 26.2(A) hereof,
BORROWER shall be barred from future contracts with CITY absent the express written consent
of the Director of Neighborhood Services, or her authorized designee to contract with CITY.
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, 2 CFR Part 182.
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park, LP Page 24
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 Procurement. BORROWER shall ensure that all professional and contractual services in
connection with Project implementation shall be procured in accordance with 24 CFR 570, 2 CFR
200, The Common Rule, Procurement, Competitive Standards and all other federal laws and
regulations to the extent applicable to the Project.
27.5 CITY Authorization. BORROWER understands and acknowledges that CITY 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 CITY is required for the activity and such
authorization was not first procured, or CITY has requested that BORROWER furnish data
concerning an activity prior to proceeding further therewith and BORROWER nonetheless
proceeds without first submitting the data and receiving approval thereof.
27.6 Davis-Bacon. 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. CITY acknowledges that this
Project has less than twelve(12) HOME assisted units and these requirements are not applicable
in this instance.
27.7 Project Completion Report. BORROWER shall accurately complete a Project Completion
Report (HUD form 40097) upon completion of each Project activity, and forward the original
completed form to CITY within ninety (90) calendar days after BORROWER's receipt of the final
remittance of AGREEMENT funds by CITY for such Project activity. BORROWER understands and
acknowledges that new Project Set-up Reports will not be processed by CITY if there are any
outstanding Project Completion Reports due.
27.8 Compliance. BORROWER shall ensure that all HOME assisted units constructed with funds
made available to BORROWER by CITY 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;
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 25
(D) The "Certification Regarding Lobbying" as herein referred to, attached and
executed as Exhibit G.
27.9 Site Specific Environmental Review Records. BORROWER shall complete all Site Specific
Environmental Review Records for each property/parcel of this Project and submit such records
to CITY. CITY must approve in writing such records prior to any Project activity cost being
incurred. CITY hereby acknowledges that such approval has been given.
27.10 Local Vendors. 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 HUD HOME Income Guidelines. 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 HOME Income Guidelines.
27.12 HOME Units. BORROWER understands and agrees that all of the HOME assisted units in
the Project shall be floating units. One hundred percent (100%) of HOME assisted units will be
high HOME rent as is provided in Exhibit H.
27.13 Tenant Selection Policy. 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 Rent Limitations. 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 Tenant Leases. BORROWER understands that the lease between BORROWER and the
tenant in a HOME-assisted unit must:
(A) Be written;
(B) Be fora 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);
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 26
(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 Management. 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. The 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). CITY hereby approves of Wedge Management, Inc., to serve as the management
company, and CITY has reviewed and approved of the Property Management Agreement
between BORROWER and Wedge Management,Inc.
27.17 Tenant Participation Plan. BORROWER shall create and follow a tenant participation plan
as required in 24 CFR 92.303.
27.18 Unified Rule for Tenant-Based Assistance. 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 Affordability Term. 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 CITY.
27.20 Adjustments to Rents. CITY shall provide BORROWER with information on updated HUD
HOME rent limits so that rents may be adjusted(not to exceed the maximum HOME rent limits
provided by HUD to CITY upon HUD's determination of fair market rents and median incomes) in
accordance with this AGREEMENT. BORROWER shall annually provide CITY with documentation
on rents and occupancy of HOME assisted units to demonstrate compliance.
27.21 Rent Increase Notices. 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 27
27.22 Income Determination. 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 Temporary Noncompliance. 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 CITY are being taken to ensure that all
vacancies are filled in accordance with 24 CFR 92.252 until the noncompliance is corrected.
27.24 Adjusted Income Limitations. 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.
27.25 Housing and Urban Development Act of 1968. BORROWER acknowledges, understands
and agrees to comply with the following federal regulations as promulgated in Section 3 of the
Housing and Urban Development Act of 1968, as amended,if applicable:
(A) The work to be performed underthis 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
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 28
I
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).
XXVIII. CHANGES AND AMENDMENTS
28.1 Except when the terms of this AGREEMENT expressly provide otherwise, any alterations,
additions, or deletions to the terms hereof shall be by amendment in writing executed by
authorized representatives of both CITY and BORROWER.
28.2 Whenever and as often as reasonably deemed necessary by CITY, CITY 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 Senior Lender,
TDHCA or BORROWER's limited partner;such changes as requested or required by CITY, however,
must be by written amendment.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 29
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 CITY, 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 CITY; such request for revisions, however, shall not increase the total
monetary obligation of CITY 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 CITY, revised budget
and Project information so as to enable re-evaluation by CITY 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 CITY 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 CITY's Director of
Neighborhood Services. 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 CITY to insist, or any election by CITY 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 CITY 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 CITY of any Loan proceeds shall
in any way preclude CITY 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 30
XXXI. NON-WAIVER OF PERFORMANCE
31.1 No waiver by CITY 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 CITY to insist in any one or more cases upon the strict performance of any of the
covenants of this AGREEMENT, or to exercise any option herein contained,shall in no event be
construed as a waiver or relinquishment for the future of such covenant or option. In fact, no
waiver, change, modification or discharge by either party hereto of any provision of this
AGREEMENT shall be deemed to have been made or shall be effective unless expressed in writing
and signed by the party to be charged.
31.2 No act or omission of CITY shall in any manner impair or prejudice any right, power,
privilege, or remedy available to CITY 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 CITY may waive the effect of the provisions of this Article.
XXXII. RENEWAL NOT AUTOMATIC
32.1 Intentionally omitted.
XXXII!. 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 AGREEMENTis 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 31
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 contractorand operator responsible to all parties for its respective acts or omissions
and that CITY shall in no way be responsible therefor.
XXXVI. PARTIES BOUND
36.1 This AGREEMENT shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, legal representatives, successors and assigns,
except as otherwise expressly provided herein.
XXXVII. ENTIRE -AGREEMENT
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, CITY, 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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 32
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: City of Corpus Christi
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Attention: Neighborhood Services Dept.
Fax:361-826-1740
To Borrower: TG 110 Palms at Blucher Park, LP
3419 Nacogdoches Road
San Antonio,Texas 78217
Attention: Executive Director
. Fax:210.821.4313
With a copy to: Wells Fargo Bank, National Association
Community Lending and Investment
MAC T9639-031
201 Main Street,Suite 300
Fort Worth, Texas 76102-5489
Attention: Misty D. Ramsey
(Reference Loan No. 1020757)
With a copy to: Wells Fargo Affordable Housing
Community Development Corporation
MAC D1086-239
550 S.Tryon Street,23rd Floor
Charlotte, NC 28202-4200
Attn: Director of Tax Credit Asset Management
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 33
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. Any party claiming a Force Majeure Event shall notify the other parties to this
Agreement in writing within thirty (30) of the start of the Force Majeure Event, otherwise the
party waives their right to claim a Force Majeure Event.
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 Wells Subordination Agreement, and
subject and subordinate in all respects to the terms and provisions of the Senior Loan Documents.
[Executed on the following pages]
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 34
Executed in duplicate originals to be effective as of the date first set forth above.
ATTEST: CITY OF CORPUS CHRISTI, XAS ("CITY"):
// • /
C C-C;G' ( 'V�1� Lvv ,i Aoir�!i
Name: Rebecca Huerta� Name: A l: ��� ` u
City Secretary Title: 7 r/C Tr I Lc,/
or ,c%S), ....AU 1111"14.6. il6 '1'" vlc/A.)2 Scieckcf
fY COUNCIL_ ` 0-c \ ACKNOWLEDGMENT
LHL.1O
STATE OF TEXASCRETARY §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
/
This instrument was acknowledged before me on this aOday of_1 6. / ,
2022 by 1/Gt, K_ eit-fl i t OnAV-of the Neighborhood Services
Department of the CITY OF CORPUS CHRISTI, TEXAS, a home-rule municipal corporation, on
behalf of said municipal corporation.
�
�
���tiMRY PV9
�
DEB'A S. DAVENPORT 1 1 ,
f-y ?, Notary Public,
State of Texas Notary Public, State of exas
v +�: Comm. Expires 03-11-
�,FO',to Notary ID 11707398 24
APPROVEDD AS TO FORM: •
THIS �V DAY OF 2022 `�����„�,, —
`,O,N;,YPV�,' DEBRA S. DAVENPORT
4 .19): t Notary Public, State of Texas
T..j�..#. Comm. Expires 03-11-2024
By:_44%i iii ' n,,;,''` Notary ID 11707398
Name: Kent lyar `
Assistant City Attorney
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 35
I
BORROWER:
TG 110 PALMS AT BLUCHER PARK, LP,
a Texas limited partnership
By: TG 110 Palms at Blucher Park GP, LLC,
a Texas limited liability company,
its general partner
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
By:
Gilbert M. Piette,
Executive Director
STATE OF TEXAS §
COUNTY OF BEXAR §
This instrument was acknowledged before me on this _9 day of A-
2022,
2022, by Gilbert M. Piette, Executive Director of TG 110, Inc.,a Texas nonprofit corporation, sole
member of TG 110 Palms at Blucher Park GP, LLC, a Texas limited liability company, general
partner of TG 110 Palms at Blucher Park, LP, a Texas limited partnership,on behalf of said limited
partnership.
1 •072:2'1), ] Jean Ann Pike
1 My Commission Expires
9/8/2
9/8/2025
1 Notary ID
4 128635431 I Notary blic, State of Texas
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park, LP Page 36
Exhibit 1 The Land
Exhibit A Preliminary Budget and Construction Schedule
Exhibit B Covenant of Affordability
Exhibit C Loan Amortization Schedule
Exhibit D Reserved
Exhibit E Insurance
Exhibit F Other Federal Requirements
Exhibit G Certificate Regarding Lobbying
Exhibit H HOME Rent and Income Limits
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 37
EXHIBIT 1
The Land
All the certain real property located in the County of Nueces,State of Texas,described as follows:
TRACT ONE: LOT NINE (9), BLOCK SEVEN (7), PALMS AT BLUCHER PARK SUBDIVISION 1, a
subdivision of the City of Corpus Christi, Nueces County, Texas according to the established map
or plat thereof recorded in Volume 69, Page 874, Map Records of Nueces County, Texas.
TRACT TWO: LOT FIFTEEN (15), BLOCK FIVE (5), PALMS AT BLUCHER PARK SUBDIVISION 2, a
subdivision of the City of Corpus Christi, Nueces County, Texas according to the established map
or plat thereof recorded in Volume 69, Page 875, Map Records of Nueces County,Texas.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 38
I
EXHIBIT A
Page 39
EXHIBIT A
Preliminary Budget&Construction Schedule
CHDO/Sponsor: TG 110, Inc. (CHDO)
Project Name: Palms at Blucher Park Project Location:213&218 S.Tancahua St.
Property Owner: TG 110 Palms at Blucher Park,LP
Total Project Cost: $18,677,176.00 HOME FY 2020 Award: $1,000,000.00
Preliminary Budget
Project Financial Resources: (list may be adjusted to meet your project)
(Funds available to complete project) Amount
• Deferred Developer Fee $ 528,571.00
• FY 2020 HOME Fund $ 1,000,000.00
• Other:LI HTC $13,948,605..00
• Conventional Loan $ 3,200,000.00
Total Funds Available for Project $18,677,176.00.
Estimated Expenses: (list may be adjusted to meet your project)
(List estimated expenses to complete your project) such as: Amount
• Land Acquisition $ 1,068,625.00
• Site Work Costs $ 1,936,327.00
• Direct New Construction Costs(includes HOME funds) $ 8,578,354.00
• Other Construction Costs(Fees,OH,Profit) $ 1,472,056.00
• Contingency $ 608,655.00
• Indirect/Soft Costs $ 1,720,504.00
• Developer Fees $1,942,995.00
• Financing Related Costs $ 1,074,660.00
• Project Reserves $ 275,000.00
Total Project Cost $18,677,176.00
HOME Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Palms at Blucher
Park,LP Page 40
Preliminary Construction Schedule.
(Project Dates for completion of key project phases)
Projected Dates
• Design/Bid Documents(specification packet) completed October 2021
• Platting/Soil Testing(lead based paint, environmental, etc.) October 2021
• Construction Contract Award December 2022
• Land Acquisition December 2021/April 2022
• Start Construction May 2022
• Construction 100%completion September 2023
NOTE: HUD/HOME Program does not require Pi 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 Pi 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 Grant Agreement between City of Corpus Christi,Texas,TG 110,Inc.and TG 110 Palms at Blucher
Park,LP Page 41
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(the"HOME Agreement")dated to be effective as
of , 2022, entered into between the CITY OF CORPUS CHRISTI,TEXAS, a
home-rule municipal corporation ("CITY"), and TG 110 PALMS AT BLUCHER PARK, LP, a Texas
limited partnership ("Owner"), which is the legal title holder to property described on the
property described on Exhibit A, attached hereto and incorporated in this instrument by
reference(the "Property"), Owner accepted federal funds in conjunction with the United States
Department of Housing and Urban Development's Home Investment Partnership Program
administered by CITY, for the development of multifamily housing to be known as the Palms at
Blucher Park and located on the Property.
Pursuant to the terms, conditions, and covenants contained within the HOME Agreement,
Owner, 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 (the"Affordability Requirements"),fora 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.
[SIGNATURE PAGE FOLLOWS]
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park, LP Page 42
This instrument constitutes a covenant running with the land required by federal law and
binds OWNER, and its successors, heirs, assigns, and transferees, such Property being subject
to this instrument.
TG 110 PALMS AT BLUCHER PARK, LP,
a Texas limited partnership
By: TG 110 Palms at Blucher Park GP, LLC,
a Texas limited liability company,
its general partner
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
Gilbert M. Piette,
Executive Director
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF BEXAR § yy��,,
This instrument was acknowledged before me on this _L9day of__A '_�_�� ,2022,
by Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit c rb poration, sole
member of TG 110 Palms at Blucher Park GP, LLC, a Texas limited liability company, general
partner of TG 110 PALMS AT BLUCHER PARK, LP, a Texas limited partnership, on behalf of said
limited partnership.
•.....a...:=-4
Jean Ann Pike i
/ AMY pommisslon Expires
9,$,2°25 \ L.a.-C1-
." 2863541D
co
Not ay Public, State of Texas
AFTER RECORDING RETURN TO:
ATTN: City of Corpus Christi
Attn: Neighborhood Services Department
P. O. Box 9277
Corpus Christi,TX 78469-9277
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park, LP Page 43
EXHIBIT C
AMORTIZATION SCHEDULE
(attached)
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 44
CITY OF CORPUS CHRISTI April 15, 2022
Amortization Schedule 09:25:09
Name On Loan: Palms at Blucher
Principal Balance: $1,000,000.00
Interest Rate: 3.00000 %
Payment Frequency: Annually
Term In Months: 480
Beginning P&I Amount: $43,262.38
1st Payment Due Date: 04/24/2024
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
1 04/24/2024 $30,000.00 $13,262.38 $43,262.38 $986,737.62
Yearly Sub-Totals: $30,000.00 $13,262.38
2 04/24/2025 $29,602.13 $13,660.25 $43,262.38 $973,077.37
Yearly Sub-Totals: $29,602.13 $13,660.25
3 04/24/2026 $29,192.32 $14,070.06 $43,262.38 $959,007.31
Yearly Sub-Totals: $29,192.32 $14,070.06
4 04/24/2027 $28,770.22 $14,492.16 $43,262.38 $944,515.15
Yearly Sub-Totals: $28,77022 $14,492.16
5 04/24/2028 $28,335.45 $14,926.93 $43,262.38 $929,588.22
Yearly Sub-Totals: $28,335.45 $14,926.93
6 04/24/2029 $27,887.65 $15,374.73 $43,262.38 $914,213.49
Yearly Sub-Totals: $27,887.65 $15,374.73
7 04/24/2030 $27,426.40 $15,835.98 $43,262.38 $898,377.51
Yearly Sub-Totals: $27,426.40 $15,835.98
8 04/24/2031 $26,951.33 $16,311.05 $43,262.38 $882,066.46
Yearly Sub-Totals: $26,951.33 $16,311.05
9 04/24/2032 $26,461.99 $16,800.39 $43,262.38 $865,266.07
Yearly Sub-Totals: $26,461.99 $16,800.39
10 04/24/2033 $25,957.98 $17,304.40 $43,262.38 $847,961.67
Yearly Sub-Totals: $25,957.98 $17,304.40
11 04/24/2034 $25,438.85 $17,823.53 $43,262.38 $830,138.14
Yearly Sub-Totals: $25,438.85 $17,823.53
12 04/24/2035 $24,904.14 $18,358.24 $43,262.38 $811,779.90
Yearly Sub-Totals: $24,904.14 $18,358.24
13 04/24/2036 $24,353.40 $18,908.98 $43,262.38 $792,870.92
Yearly Sub-Totals: $24,353.40 $18,908.98
14 04/24/2037 $23,786.13 $19,476.25 $43,262.38 $773,394.67
Yearly Sub-Totals: $23,786.13 $19,476.25
15 04/24/2038 $23,201.84 $20,060.54 $43,262.38 $753,334.13
Yearly Sub-Totals: $23,201.84 $20,060.54
*Denotes an Interest Only Payment Page 1
Page 45
CITY OF CORPUS CHRISTI April 15, 2022
Amortization Schedule 09:25:09
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
16 04/24/2039 $22,600.02 $20,662.36 $43,262.38 $732,671.77
Yearly Sub-Totals: $22,600.02 $20,662.36
17 04/24/2040 $21,980.15 $21,282.23 $43,262.38 $711,389.54
Yearly Sub-Totals: $21,980.15 $21,282.23
18 04/24/2041 $21,341.69 $21,920.69 $43,262.38 $689,468.85
Yearly Sub-Totals: $21,341.69 $21,920.69
19 04/24/2042 $20,684.07 $22,578.31 $43,262.38 $666,890.54
Yearly Sub-Totals: $20,684.07 $22,578.31
20 04/24/2043 $20,006.72 $23,255.66 $43,262.38 $643,634.88
Yearly Sub-Totals: $20,006.72 $23,255.66
21 04/24/2044 $19,309.05 $23,953.33 $43,262.38 $619,681.55
Yearly Sub-Totals: $19,309.05 $23,953.33
22 04/24/2045 $18,590.45 $24,671.93 $43,262.38 $595,009.62
Yearly Sub-Totals: $18,590.45 $24,671.93
23 04/24/2046 517,850.29 $25,412.09 543,262.38 $569,597.53
Yearly Sub-Totals: $17,850.29 $25,412.09
24 04/24/2047 ¶17,087.93 $26,174.45 $43,262.38 $543,423.08
Yearly Sub-Totals: $17,087.93 $26,174.4S
25 04/24/2048 ¶16,302.69 $26,959.69 $43,262.38 $516,463.39
Yearly Sub-Totals: $16,302.69 $26,959.69
26 04/24/2049 $15,493.90 $27,768.48 $43,262.38 $488,694.91
Yearly Sub-Totals: $15,493.90 $27,768.48
27 04/24/2050 ¶14,660.85 $28,601.53 $43,262.38 $460,093.38
Yearly Sub-Totals: $14,660.85 $28,601.53
28 04/24/2051 $13,802.80 $29,459.58 $43,262.38 $430,633.80
Yearly Sub-Totals: $13,802.80 $29,459.58
29 04/24/2052 $12,919.01 $30,343.37 543,262.38 $400,290.43
Yearly Sub-Totals: $12,919.01 $30,343.37
30 04/24/2053 $12,008.71 $31,253.67 S43,262.38 $369,036.76
Yearly Sub-Totals: $12,008.71 $31,253.67
31 04/24/2054 $11,071.10 $32,191.28 $43,262.38 $336,845.48
Yearly Sub-Totals: $11,071.10 $32,191.28
32 04/24/2055 $10,105.36 $33,157.02 $43,262.38 $303,688.46
Yearly Sub-Totals: $10,105.36 $33,157.02
33 04/24/2056 $9,110.65 $34,151.73 $43,262.38 $269,536.73
Yearly Sub-Totals: $9,110.65 $34,151.73
34 04/24/2057 $8,086.10 $35,176.28 $43,262.38 $234,360.45
Yearly Sub-Totals: $8,086.10 $35,176.28
*Denotes an Interest Only Payment Page 2
Page 46
•
CITY OF CORPUS CHRISTI April 15, 2022
Amortization Schedule 09:25:09
Payment Payment Interest Principal Payment Principal
Number Due Date Amount Amount Amount Balance
35 04/24/2058 $7,030.81 $36,231.57 $43,262.38 $198,128.88
Yearly Sub-Totals: $7,030.81 $36,231.57
36 04/24/2059 $5,943.87 $37,318.51 $43,262.38 $160,810.37
Yearly Sub-Totals: $5,943.87 $37,318.51
37 04/24/2060 $4,824.31 $38,438.07 $43,262.38 $122,372.30
Yearly Sub-Totals: $4,824.31 $38,438.07
38 04/24/2061 $3,671.17 $39,591.21 $43,262.38 $82,781.09
Yearly Sub-Totals: $3,671.17 $39,591.21
39 04/24/2062 $2,483.43 $40,778.95 $43,262.38 $42,002.14
Yearly Sub-Totals: $2,483.43 $40,778.95
40 04/24/2063 $1,260.06 $42,002.14 $43,262.20 $0.00
Yearly Sub-Totals: $1,260.06 $42,002.14
Totals: $730,495.02 $1,000,000.00
Last Payment Amount: 43,262.20
*Denotes an Interest Only Payment Page 3
Page 47
EXH I BIT D
(Reserved)
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 48
EXHIBIT E
INSURANCE REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract 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 Contract Administer one(1)copy of Certificates
of Insurance 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 by endorsement,and a waiver of subrogation
endorsement is required on all applicable policies. Endorsements must be provided with Certificate of
Insurance.Project name and/or number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance N�ritten notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence - aggregate
or termination required on all certificates
and policies.
CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Claims Made
Contractor shall name the City of Corpus
Christi,Texas as Loss Payee
C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager
with copies of all reports of any accidents within 10 days of the accident.
II.
ADD l 1 1 ONAL 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 statutory
amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All
States Endorsement shall be required if Contractor is not domiciled in the State of Texas.
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 renewal certificates of insurance throughout the term of this contract
and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be
given to City at the following address:
Page 49
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, and volunteers,as additional insureds by endorsement
with regard to operations, completed operations, and activities of or on behalf of the named insured
performed under contract with the City,with the exception of the workers'compensation policy;
• Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi
where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
• Provide thirty(30)calendar days advance written notice directly to City of any,cancellation,non-renewal,
material change or termination 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 cancellation,non-renewal, material change or termination 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 contract.
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 contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this contract.
2021 Insurance Requirements
Ins. Req.Exhibit
Professional Services—Crime-Employee Dishonesty
10/26/2021 Risk Management—Legal Dept.
Page 50
EXHIBIT F
OTHER FEDERAL REQUIREMENTS
Pursuant to that HOME Loan Agreement("HOME Agreement")to which this Exhibit F is attached,
entered into between the CITY OF CORPUS CHRISTI, TEXAS, a home-rule municipal corporation
("CITY"), a Texas non-profit corporation, acting by and though CITY's Director of Neighborhood
Services,and TG 110 PALMS AT BLUCHER PARK, LP, a Texas limited partnership, (for which the
sole member of its general partner is TG 110, INC., a Texas nonprofit corporation, and a
Community Housing Development organization (CH DO) and acting in the capacity of a Sponsor),
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
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 51
connection with HOME funded activities. TG 110 Palms at Blucher Park, LP, et al,
must prescribe procedures acceptable to the CITY to establish activities to ensure
the inclusion, to the maximum extent possible of minorities and women and entities
owned by minorities and women. TG 110 Palms at Blucher Park, LP, 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 CITY and TG 110 Palms at Blucher Park, LP, TG
110 Palms at Blucher Park, LP, 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 hereundershall 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 CITY and TG 110 Palms at Blucher Park,LP Page 52
• 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.
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 53
IV. RELOCATION AND ACQUISITION
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C.Sec.4601 et. seq.),49 CFR Part 24, and 24 CFR Section 570.496a [(55
Fed.Reg. 29309 (July 18, 1990)].
V. APPLICABLE HOME PROGRAM PROVISIONS
HOME Designated Units:
§92.250 Maximum per-unit subsidy amount, underwriting, and subsidy layering.
§92.251 Property standards.
§92.252 Qualification as affordable housing: Rental housing.
§92.253 Tenant protections and selection.
§92.257 Faith-based activities.
§92.350 Other Federal requirements and nondiscrimination.
§92.351 Affirmative marketing; minority outreach program.
§92.352 Environmental review.
§92.353 Displacement, relocation, and acquisition.
Must have a Property Manager with at least one year experience in managing
Section 8 rental property.
All other applicable HUD, HOME, federal, state and local regulations.
Project Name: Palms at Blucher Park HOME FY 2021
HOME Loan Agreement between CITY and TG 110 Palms at Blucher Park,LP Page 54
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.
[SIGNATURE PAGE FOLLOWS]
Palms at Blucher Park
Certification Regarding Lobbying—Page 1
Page 55
0
Executed to be effective as of the date set forth in the acknowledgment.
TG 110 PALMS AT BLUCHER PARK, LP,
a Texas limited partnership
By: TG 110 Palms at Blucher Park GP, LLC,
a Texas limited liability company,
its general partner
By: TG 110, Inc.,
a Texas non-profit corporation,
its sole member
By:
Gilbert M. Piette,
Executive Director
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF BEXAR §
This instrument was acknowledged before me on this '?day of Ap:-;/ , 2022,
by Gilbert M. Piette, Executive Director of TG 110, Inc., a Texas nonprofit corporation, sole
member of TG 110 Palms at Blucher Park GP, LLC, a Texas limited liability company, general
partner of TG 110 PALMS AT BLUCHER PARK, LP, a Texas limited partnership, on behalf of said
limited partnership.
`SPY CV
S E 0 0C Daphne Lyne GMy Commission xpires re
YV c 07/03/2022 /02,21A.,�
9jkOfi IDN° 11012959
Notary PubIi , State of exas
AFTER RECORDING RETURN TO:
ATTN: City of Corpus Christi
Attn: Neighborhood Services Department
P. O. Box 9277
Corpus Christi,TX 78469-9277
Palms at Blucher Park
Certification Regarding Lobbying—Signature Page
Page 56
EXHIBIT H
HOME Rent and Income Limits
FY2021 Rents for All Bedroom Sizes for Corpus Christi, TX HUD FMR Area
PROGRAM EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR
LOW HOME RENT LIMIT 607 650 780 901 1005 1109 1212
HIGH HOME RENT LIMIT 769 825 992 1138 1250 1361 1471
For Information Only:
FAIR MARKET RENT 784 864 1079 1428 1702 1957 2213
50% RENT LIMIT 607 650 780 901 1005 1109 1212
65% RENT LIMIT 769 825 992 1138 1250 1361 1471
The FMRs for unit sizes larger than four bedrooms are calculated by adding 15 percent to the
four-bedroom FMR, for each extra bedroom. For example, the FMR for a five-bedroom unit is
1.15 times the four-bedroom FMR, and the FMR for a six bedroom unit is 1.30 times the four
bedroom FMR. FMRs for single- room occupancy units are 0.75 times the zero-bedroom
(efficiency) FMR.
https://www.hudexchange.info/programs/home/home-rent-limits/
2021 Adjusted Home Income Limits
Corpus Christi, TX HUD FMR Area
1 2 3 4 5 6 7 8
Person Person Person Person Person Person Person Person
30% LIMITS 14600 16650 18750 20800 22500 24150 25800 27500
li VERY LOW INCOME 24300 27750 31200 34650 37450 40200 43000 45750
60% LIMITS 29160 33300 37440 41580 44940 48240 51600 54900
LOW INCOME 38850 44400 49950 55450 59900 64350 68800 73200
'Income limits are published at least annually by HUD.
https://www.hudexchange.info/prograrns/home/home-income-limits/
i
4
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